The State of Change
by siriuslypheonix
Summary: Armed with a sassy AI, a Hulk, Tony's passion to avenge the Earth, ex-soldiers, a couple of super-spies and all of S.H.I.E.L.D's secrets out in the open; the not-so-secret organisation attempt to pull themselves together with the help of two young undergraduates.
1. Chapter 1

Being her first day, of course she was nervous.

They both were.

The pale brunette quirked an eyebrow as she looked towards her friend, glancing at the stony expression, knowing that she was panicking completely and irrevocably underneath the façade. Cat and Ela were both in awe and slight concern at the large warehouse in front of them.

They took in their surroundings. A dreary industrial park, seemingly abandoned and grey clouds overcast the entire lot.

"You sure this is the address?" Ela questioned, eyebrows furrowing at the setting before her whilst her passive expression did not show any sign of good impression.

"Yeah, I had so much time to Google the address before the note combusted, didn't I?" Cat's sarcasm dripped from her mouth, casing an eye roll from her friend. They had been recruited by a shady looking guy with sunglasses and a hooded sweatshirt that didn't quite match his stature.

* * *

They sat at the small coffee shop where no one ever went but them; out of fear of the scary Italian lady (who loved them, and even gave them free pastries when she wasn't shouting at her twenty something son who still lived at home and refused to marry the continuous blind-dates his mother had set up for him) across from the University, enjoying the tall hot chocolates with extra whipped cream and marshmallows and often discussed their non-existent social lives –or their dissertation on the cosmic radiation studies carried out by Dr. Eric Selvig.

They sat in their usual seat near the counter, the rusty chairs squeaking as they sat down and Cat nodded gratefully towards Martina who rambled off upstairs to once again, shout at her useless son.

"Did you finally get the appointment with Selvig yet?" Ela asked, more out of desperation than curiosity. The deadline for the draft was due in a couple of weeks, and even though they had finished most of it an age ago – the biggest gaps required further explanation from the eccentric physicist.

"No you moron, he was too busy running naked around Stonehenge." Cat replied curtly, looking at the girl next to her with a glaring look.

Ela laughed drily, her eyes wandering across the quaint café to find the silhouette of a man in the corner of the furthest booth. Swinging her head round as if she had never seen the man, her heart rate increased as she realised this was an unusual occurrence. Resting her hand on the table, she leaned in closer.

Cat leaned back in retaliation.

Ela glanced towards the corner with the mysterious customer.

Cat's eyes followed, not registering and replying quite loudly.

"Such a revelation; a person sitting. So what, there's a person?"

Then the penny dropped.

The man stood up, towering over the small booth.

Ela shot a glare in the direction of her sometimes not so conclusive friend. He walked towards them slowly, his trainers slapping against the worn linoleum and Ela took her instinct to flee – but Cat shoved her back down again, her back slapping against the back of the wooden chair. She let out a cry of alarm as he was now less than a metre away from them.

No one ever came here, it was only open to the people Martina liked.

In the four years they had studied at the university, no-one had ever come here.

That's why they were worried.

"You are so un-subtle!" Ela whispered harshly, trying her best to be as quiet as possible.

Cat sent her a look that told her to shut up, before retorting herself. "At least I can speak English!"

Ela muttered a, "racist," as they both hunched over their respectively untouched drinks, slowly growing cold and the whipped cream floating limply on the chocolate goodness.

The man cleared his throat.

They turned to see his stern expression, sunglasses and intimidating stance.

"Ela and Caitlin, right?"

They nodded, throats drying in response.

"I'd like to talk to you about your research, and I could do with your help,"

Ela looked at Cat, noticing the expression of both piqued curiosity and terror on both of their faces. He looked behind him, grabbed a wooden chair and scraped it noisily across the floor so he could sit next to them.

Taking a quick glance out of the window, he decided he could no longer stay and pushed his chair back – but not without a short explanation – still standing. "Look, I can't tell you anything right now-"

They looked at him expectantly for a reason for his sudden change in mind.

"-but I can give you this and trust you to follow the instructions."

He took a folded brown envelope from his sweatshirt pocket, placing it on the table and walking off hurriedly towards the back door.

Martina's footsteps clanked down the stairs as she shot a grin to the mysterious man, his hands pulling down the hood over his bald head and before reaching the door.

"It's not got a bomb in it, has it?" Cat asked quickly.

He turned with a quirked eyebrow and looked at her with an expression that said, 'really?' and he swiftly opened the door and left, leaving not a shadow behind in the dusky April day.

Ela turned towards her with a look of disbelief and questioned her outburst. "A bomb? Really?"

Cat stuck up her defences. "Precautions! And that's the only thing you got out of that whole encounter?"

Before the other could reply, Martina interrupted the conversation with a, "Nick! Such a lovely man!" and silenced them both.

Who was Nick?

* * *

They both wondered on what whim had they decided to even make it to this shady place that was a good 50 miles from any civilisation, and even the taxi driver seemed a bit worried as to why they were going to such a creepy place. The buildings loomed ahead of them, and they didn't know what building the note had meant.

Walking past the spiked gates, a sudden mechanical whir rushed through their ears and within a few seconds, several scary looking guns were pointed at their heads.

A robotic voice spoke.

"You are on restricted property. Please state your name."

Ela gulped and Cat managed to crack out a voice that seemed far higher pitched than it should have. "Caitlin DuRose."

The robotic voice spoke again.

"Access granted. We have been expecting you Miss DuRose."

She breathed a sigh of relief and stepped forwards. The guns still didn't retract, and the pair seemed very uneasy. Maybe they should have just not come. It seemed more trouble (and possible death) than it was worth. As the shorter other stepped forward, nothing happened, but as Ela stepped forward, the guns retracted forwards again, this time beeping.

"Trespass detected. If authorised, state your name."

The guns pointed at the awkward Indian seemed to get the better of her, and Cat had to say the name instead.

"Ela Kale."

The faceless robot spoke once again, determining her fate.

"Permission granted. Please enter through Warehouse 5 for induction. Welcome, Miss Kale."

She almost passed out in relief before they walked forwards and the giant warehouse doors opened, the metal gliding over the rough concrete; as they moved closer towards it, a well decorated reception was in sight.

Both of their faces scrunched up in confusion at the pleasant interiors, and a small, pixie like woman sat at the desk. Cheerily, she stood up and greeted them both warmly, her high pitched tone melodic in their ears.

"Welcome, Miss DuRose and Miss Kale. We're grateful that you came. Agent Coulson will be delighted hear you could make it today. Sorry for the issues outside, security issues – you must understand?" They both smiled uneasily, unsure of what was to come and nodded, hearts still pounding from the close encounter.

Ela smiled with as much friendliness as she could muster. "It's pronounced kah-ley."

Sharon nodded. "I'm sorry about that, Miss Kale."

Ela nodded in recognition of the woman's apology.

She placed two clipboards onto the glass countertop and neatly put two pens on top of them. "Now, if you could please sign these release forms."

Ela quirked an eyebrow at the small lady, and her presence made up for her lack in height. Noticing her expression, she replied, "Well, with the Avengers Initiative, you can never be too sure." She let out a slightly nervous laugh. "You know the sorts."

They slowly nodded and skimmed the contract, eyes furiously moving across the paper – waiting for something to convince her and change her mind – something out of the ordinary.

The agency will take no responsibility for any damage…

The following information will not be disclosed to any persons outside of the agency…

Once the consent is given, the signer is bound to the contract and cannot leave the premises…

The agency cannot be held liable for personnel damage or damage to any items…

Ela quickly signed the paper and placed her clipboard down and smiled falsely to show whatever impression she wanted to give; internally accepting that she probably should have read the clauses of the release form formally and with more caution.

The other then tugged at her jacket, whispering a confused, "What are you doing?"

Casually, Ela shrugged and whispered back, not much louder than Cat, "Do you not want to know what the hell they're talking about?"

Cat glanced towards the paper without reading any of it – her faith in Ela causing her to reluctantly sign the paper alongside muttering angrily about her friend's impulsive decisions.

The woman, whose name tag stated that she was called Sharon Carter clapped her hand together in delight and ushered them through a narrow corridor. The corridor seemed never ending, and a dreading silence impended upon them – their regret running through their heads as they eased closer to the lift entrance they were walking towards. With a swipe of the card, Sharon opens the elevator, the large metal structure seeming to close in on them as the door slides shut.

"Destination?"

The same robot that threatened their lives just asked them which floor they wanted to go to, and quite frankly the both of them were close to having panic attacks. If this was some weird government scheme, they only hoped that the American government would grant them health insurance – seeing as their British homeland was not barbaric enough to do so.

As Ms Carter punched a 31, Cat felt as if they were moving to the heavens and their death alongside Ela feeling like maybe her impulsive decisions weren't the greatest choices. The only notable accomplishments she could personally do were to have quoted Star Trek and the original Star Wars word for word and give a riveting argument about comic books and which publishing house was better.

She was screwed.

On the other hand, Cat was definitely more curious than her partner-in-impulsivity, but had a gut instinct that if she went down then there was a definitely a point of no return. Her stomach plummeted as the lift moved down.

Then they both realised – there couldn't be 31 floors.

They were going down.

There literally was no escape.

Eyes closed for the remaining 16 floors, both of them were in a downwards spiral with their mental state and their curiosity was slowly crumbling and being replaced with terror. After what seemed like a million years, the doors opened and they were revealed to a large computer room with people sat at desks in a black uniform and a smiling man waiting to (presumably) greet them.

The man wore an ear piece and a fitted suit, his shoes polished and hairs greying slightly and the skin around his eyes crinkled with laugh lines but his eyes showed different.

There was something about them.

Not quite sure what to make of him, the pair nodded back as they stepped out of the elevator. The room seemed busy enough to ignore their presence, but not busy enough to be chaotic.

"Welcome Miss DuRose and Miss Kale! It's great to have you."

Even Cat was surprised that he had managed to not piss off Ela with his pronunciation of her surname.

They smiled back, unease slowly drifting – but not gone completely. They still didn't know who they were speaking to and what he wanted to do with them.

Ela surprisingly spoke first, her nausea still fighting as her calm tone was present. "It's lovely to meet you too-"she looked for his name badge but was unable to find one.

He replied curtly, "Phil Coulson."

She restarted the sentence after she recognised the name with Sharon Carter. "Nice to meet you Phil,"

A tall and model-esque woman interrupted before Cat could continue with her own greeting. "That's Agent Coulson to you, Kale." Her sharp features graced her face, her eyes cold and calculating but her face in a small smile.

Agent Coulson laughed, and introduced the woman. "This is Agent Hill; she'll be here for general queries."

Frustrated with her inability to speak without being interrupted, Cat burst out in a greeting also – but far more rushed than the others. Slightly embarrassed by her outburst, she laughed nervously as the others stared on, startled.

"Well, I'll sit you guys down and then we'll get down to business?" he asked politely, but it seemed more like a command with his authoritative tone.

Agent Hill left, leaving them to follow the friendly Coulson through double doors hidden from first view at the side of the room. The corridor that followed was much smaller and he led them to a spacious office, complete with plants and large screens carrying holograms of technology they could have only dreamed of.

He sat behind the desk and told them to sit down, so they did.

They weren't very good at the danger instinct, clearly.

At least they followed orders.

"So…"

They waited in unison.

Phil Coulson realised they weren't going to speak unless spoken to.

"Right – okay."

Another pregnant pause followed, neither parties not knowing quite what to say to the other.

Agent Coulson broke the silence with the opening sentence taken right from their mouths; if they had actually gotten over their nerves to speak.

"I'll get to the point. You met a pretty shady guy the other day at Martina's, right?"

They nodded, glancing at each other out of the corners of their vision – both confused, but with the same thought lingering on their minds; how the hell did Martina know so many dodgy people?

All they thought she actually did was to scream at her unmarried son all day and make some damn good hot chocolate and chocolate twists.

"That was Nick Fury, ex-director of an organisation called S.H.I.E.L.D,"

He waited for the cogs to click into place, the bout of recognition coming from the only news the world had been talking about. S.H.I.E.L.D? Wasn't that overrun by their opposition?

They thought it had collapsed with the uprising of that weird terrorist group, HYDRA – but clearly not. They had only seen the destruction caused by the unknown persons with a metal arm and the destruction of the building named the Triskelion in D.C.

Ela personally thought that the media had made it all up for attention, whereas Cat thought it was totally real and pondered over the mechanics of the situation far more than she should have.

"As you may know, as far as authorities and the public are concerned – S.H.I.E.L.D does not exist. However, when you signed that release upstairs – you, Ela Kale and Caitlin DuRose – are no longer normal members of the public."

In disbelief, both of them simultaneously cried out in confusion, with "What?" ringing throughout the sterile office.

Cat spoke, her intonation crammed with confusion and terror and even a little bit of happiness.

"What the hell do you mean by that?"

In the meanwhile, Ela scanned the huge displays spread across the walls of the office, and her eyes widened at the plans. These weren't plans for technology – these were profiles of people. Seeing a glimpse of red and gold, and the mention of Antony Stark, her head turned to give full attention to the screen before slumping back to face Agent Coulson, who continued to shoot her an odd expression following her wandering eyes.

"It means what I said, Miss DuRose. The contract did state you wouldn't be able to leave after signing it." He gave them a slightly disappointed look, as if to scold them for not reading it properly.

An idea burst into Cat's conflicted mind and before she could think, her mouth opened and revealed what Coulson was hoping she wouldn't.

He didn't have an answer for her question.

"If S.H.I.E.L.D no longer exists, it can't be a legally binding contract!" her explanation causes relief to surge through the other, knowing they had a way out at least.

"Technically yes, but seeing as there is no S.H.I.E.L.D – we don't actually exist either."

Ela opened her mouth to speak, but abruptly closed it.

"We signed the thing because we thought it would be in case the warehouse collapsed on us, or something along those lines." Cat said, the stress reaching her vocal chords.

"Look, I know it seems daunting – but we need you. Your research has aided us a lot with our programme and we need some fresh perspective. We can't force you to stay, but we hope that you will."

"How do you know about our research?" Ela asked, her attention quickly changing to Phil.

He shrugged. "We've been monitoring you since Bruce saw your paper published alongside Dr. Kravatsky in the Scientific American."

"That was like, two years ago."

"Exactly."

Cat narrowed her eyes. This made no sense to her.

"You've been stalking us for two years?"

"Not stalking. Monitoring. Seeing if you would be an a valuable addition to the Initiative."

"What initiative?" Cat asked, desperate for answers.

Coulson smiled at them sympathetically, the look underneath questioning whether they had been living under a rock for the past year. "The Initiative was originally a failure. After some-" he stopped for a moment thinking carefully about his explanation. "-problems regarding some of S.H.I.E.L.D's intentions, we decided that it would be a bigger risk not to carry through the Initiative seeing as higher powers were hiding things from us."

Ela was still scrutinising the information before her.

"Who is we?"

Coulson forced a smile, frustration clear. "We is a number of people that I do not have the authorisation to discuss."

"I thought the authorisation didn't technically exist. With you being under the radar, and not technically being a real thing." The emphasised the last two words with an almost patronising tone, Cat smirking at her friend's blatant scepticism.

It was Coulson that stumbled upon his words next. "You see- we – I understand-"

Ela raised an eyebrow, continuing to assess the profiles of information around her.

He cleared his throat. "I understand your doubt, Miss Kale. I can only offer the information that will keep us under the radar."

Ela shrugged and Cat continued for her.

"What would it consist of? I mean what would we do?"

As Coulson explained the research they did regarding the safekeeping of humanity and how they plan to take down HYDRA which after some explanation, made more sense to the girls as they realised it was the terrorist, Nazi-idealisation of opposition that overthrew them from the inside whilst destroying the entire organisation.

Ela had a brainstorm of her own, images and words flashing into her mind from what she had previously seen. There was something on her mind, running furiously, so fast that she couldn't keep it still – she couldn't keep it in her space…

Extra-terrestrial.

New York.

The Avengers.

The Avengers Initiative.

It fit together like a puzzle.

Still staring at the profiles in front of her, imaginary red string crossed her mind, what was it? Red and gold? Tony Stark? Nuclear weapons?

"You want us to work with superheroes?"

Cat looked at her as if she had suddenly lost her mind, and Phil looked at her in wonderment and smiled.

"Exactly! But we don't call them superheroes here, it inflates the ego – so we just call them skilled individuals instead."

Cat, still confused repeats his previous statement. "Skilled individuals?"

Ela replied with "Tony Stark? The green monster thing? The guy claiming to be a myth?" knowing that she was right when it came to the egotistical tendencies. Agent Coulson nodded, complete with a half smile and she decided to fill in the gaps for her friend's bafflement.

"Remember New York, last year when half the city was destroyed, y'know with the aliens and stuff?"

Cat nodded, slowly catching onto what the other was trying to explain.

"And then with the guy with the metal arm in Washington? Captain America?"

Cat nodded, suddenly realising what the hell she was talking about.

"That kind of thing,"

"Oh."

Phil looked between them, an amused expression on his face between their small exchanges, fascinated by how they relied on each other for information and to fill the gaps between their shared knowledge. It reminded him of Fitz and Simmons, brilliant British recruits that worked with him on his own team before SHIELD was destroyed and before Fitz was put into brain-dead state.

Phil was just glad he was alive.

Bringing him back from his thoughts; Ela spoke up as she drank in the information around her, her impulsive manner still shaking her nerves.

"I'm in."

This earned her a punch in the arm from her precautious friend, and an alarmed expression to match the action. "Stop it!"

"That was uncalled for! Stop what?" the other asked, rubbing her arm and wincing slightly.

Making some circular hand motions towards her friend's general direction, Cat struggles to form her sentence before coming with a simple, "That!"

Ela's response was her furrowed eyebrows, and she sighed in frustration.

Coulson just watched on, hiding the smirk he wanted to hold on his face.

Before an interruption occurred, Cat finally found the words that left her tongue tied.

"Stop making so many impulsive decisions!" her concern masked her agreement, but Ela just shrugged in response.

"What's the worst that could happen?"

* * *

Later that day, they were beaten bruised and had some serious regret.

"I have bruises in places I didn't know could be bruised."

They stared up at the plastered ceiling; the spacious dorm-like room was comfortable enough.

They weren't.

"This is your fault," Cat said as she turned towards her friend, her body lashing out in pain as she turned on her side. The other heard her shift, and fearing the same consequences of moving, she remained in her position.

"You shouldn't be complaining. At least you get Rogers." Was her half-hearted response, and clearly she meant it. She had picked the short straw with her own trainer/SO/weirdo sadist – and quite frankly did not even have the energy to complain.

"That is true. He does apologise quite often."

"Exactly,"

Cat shifted over again, this time her other side. In a whisper that Ela just managed to catch, left the whisperer in a fit of painful giggles.

"Kinda cute, too."

Ela just rolled her eyes.

* * *

Coulson led them to a glass walled conference room with lo-behold: the very 'skilled individuals' they had claimed to be working with. The room was smaller, a rectangular table stuck in the middle, worn but the room was comforting in the way of its normality – unlike the whole situation they had suddenly found themselves in. Several recognisable figures graced the chairs, talking amongst themselves.

Cat scanned the room, her eyes widening with shock as she saw her idol; the very same Bruce Banner standing a few feet away from her. Glancing at her friend, she nudged her rather violently, and Ela just glared at her friend before realising who she was referring to.

"Oh, fuck."

"Was he the one that saw our paper?"

Ela's eyes widened. "I don't see another Bruce, Cat."

Their breathing changed, increasing rapidly in the following seconds.

"Stay cool,"

"Is that really-"

Cat nodded as they stared shamelessly at the handsome middle-aged scientist.

"This is unrea-"

A hand slapped over Ela's mouth, and she turned to see the culprit. Cat's eyes were wide as she shushed her and looked around the room – all of whose inhabitants were staring at them, a myriad of expressions.

At least Dr. Banner had the courtesy to look humbled and slightly red.

Well, this wasn't awkward at all.

They both internally grimaced and Mr. Stark himself had decided to break the tangible silence.

"Look girls, I know I'm here – but no need to-"he stopped for a moment, as if recollecting something. "-what's the word?" his eyes downcast to his hands, which at that exact moment, his fingers snapped together in an echoing click and he finally completed his sentence. "-fangirl! No need to fangirl!"

Cat and Ela took a look at the weapons mogul with raised eyebrows – and turned to look at each other and just burst out laughing.

After catching their breaths after a few seconds, tears of mirth glistened in their eyes and the room was giving them an even stranger look, Coulson included.

It was Ela's voice that rang out next, her voice more confident than she had expected.

"Yeah. Sure, Mr Stark."

Mr. Stark looked confused, as he shrugged off his initial confusion and walked closer to them, hand outstretched to shake their hands.

"Call me Tony," he winked and this time Cat rolled her eyes in response.

They weren't the biggest fans – he was too extravagant and superficial for their tastes. At least that's how he was portrayed by everyone ever.

They both nod towards him, shaking his calloused hands and taking the initiative to then collectively pass nods on to the remaining people in the room.

Agent Coulson cleared his throat, drawing attention to himself and then proceeded to introduce the people in the room, starting with Dr. Banner.

"This is Dr. Banner, although I'm sure you're familiar with his work." Dr Banner held up a modest hand and waved slightly, the bright colour left his cheeks as they moved on to the next 'skilled individual'.

She looked like the seven deadly sins in human form- her beautiful face shrouded by straight red hair that had a natural sheen that women would kill for. Her eyes were sharp and observant and her tight fitted suit left nothing left to be imagined. "This is Agent Natasha Romanov," Coulson concluded and Natasha slyly waving a few fingers at them with a smile on her face.

"Call me Natasha." She replied, smile still gracing her lips.

Ela couldn't decide if it was mocking or not.

"This is Clint Barton, who doesn't really say much,"

A surge of quiet laughter filled the room, and Clint smiled knowingly at the pair. Cat couldn't figure him out and it unnerved her. As their heads followed Coulson's own line of vision, both of their eyes stumbled across the famous American patriot, Captain America. Both of them felt a bit embarrassed as they wondered where the suit was and almost forgot he was actually a normal person.

"Hey guys! Welcome," he greeted them warmly and threw them a casual grin that nearly made Cat swoon. Knowing her friend's choices far too well, Ela stifled a snort of laughter. "You've got Sam Wilson, who will be overseeing your training-"

Ela practically spluttered a "What?"

The rest of the room had similar looks of mild surprise as Coulson cleared up the issue.

Cat followed with a non-conclusive look that agreed with the other. Sam looked slightly offended and crossed his arms, raising an eyebrow but attempting to placate the situation with a joke.

"Don't worry, I don't bite."

His tone did them no favours, and his stature certainly didn't make them feel happy about what training may have consisted of.

They were sure that he was not going to be teaching them about electromagnetic radiation – definitely not with those arms.

Agent Coulson looked at them, lost on something before asking in defence of his own memory; "Didn't I tell you guys?"

Cat shook her head, waiting for an explanation as the other was momentarily distracted by some spread out plans on the large conference table. She saw what looked like an arm from her upside down angle, the basic outline for an exo-limb and a pair of wings that looked like a jet-pack.

This was candyland.

"Because we're not technically meant to exist – we have to take measure to train all of our agents, for self- defence when the situation calls for it."

Snapping out of her distraction of the good looking scientist, Cat piped up cheerily, as a reminder to the elder man – "But we're not going anywhere!"

Out of nowhere, and so quiet that she had gone by unnoticed, Agent Hill piped up with a clearly unimpressed remark. "I thought these guys were supposed to be smart."

Coulson looked at them her, he himself wondering why Agent Hill showed such dislike for the new recruits.

"Now Maria, play nice. They don't know much yet."

She sighed almost in boredom and crossed her slender legs, changing her attention elsewhere.

Suddenly within the awkward silence, a continuation of beeps sounded in the room, everyone suddenly scrambling for the source - small handheld devices that flashed red and looked expensive.

Coulson raised his voice, "Stark! How fast can you get to New York?"

Tony looked thoughtful for a moment before replying, "An hour, depending on how much-"

Phil gave him a look that just told him to leave, to which Tony put his hands up in his own defence. "Wilson? Romanov?"

The muscular man looked up, and so did the leggy redhead in succession. "Go with, there's been a tip off about the base takeover."

They both nod and hurry out of the room. The pair of new recruits assessed the situation; Hill was on the phone, barking orders, Dr. Banner looked blatantly unaffected by it all, Captain America looked mildly concerned and kept asking if there any ways in which he could help, Clint followed swiftly after Romanov, and they noticed the sleek barrel on his shoulder containing some friendly looking arrows.

Agent Hill followed after them, her flat shoes tapping gently against the hard floors, leaving Ela and Cat in a daze as they turned to face the remaining people in the room.

Agent Coulson finished reading off his small device and looked up, changing his vision between the Avengers and the two girls standing awkwardly in confusion. "Look, Banner – stay here and explain to them what's going to happen." Banner looked up slowly and gave the man a thumbs up, looking towards the girls and scratching the nape of his neck.

The super soldier looked expectantly towards Agent Coulson for his own orders. Looking like he was facing a dilemma of running out of time, Phil started walk towards the door and informed the room of the plan.

"Sorry Steve, Wilson's gonna be gone a while – so it's up to you and Barnes to train them for now. Look, I can't give you anything to do right now, what with you practically being number one on the HYDRA hit list an'all, so you're gonna have to stay here for the next few days. I'll get Romanov to update – I have to go visit Dr Selvig in New Mexico. Seems like Thor's coming back."

Steve looked slightly disheartened but despite this, smiled at the pair anyway. At the name of Dr. Selvig, their ears perk up and Cat asks, "Do you think you could get him to email us back? It's been a while and-"

Agent Coulson just smiled.

"That won't be necessary, seeing as you've already graduated."

They just looked at him blankly.

"Sorry you miss out on graduation, but we had to do it for you to join."

Ela and Cat looked at each other thinking the exact same thing.

Who the hell were these people?


	2. Chapter 2

The next morning, a chirpy Captain Rogers knocked on their room in the early hours. His cheery voice swam through their groggy minds as one by one the pushed the covers back and shivered in the cold.

Still feeling like it was midnight, they remembered that they were underground – and so had no natural light or window to look out of and Cat thought of how her milk-bottled legs would stay pale.

"Come on guys! Breakfast in five! Banner's made pancakes!"

He walked away from the room as he mentally prepared himself for the next day of planning his trainee's day. She was nice enough, and she listened to him – even though she was a bit weak. He grimaced to himself as he convinced himself of the white lie. Shaking his head, he reminded himself of the truth – she was _really_ weak.

It was Cat who first rose from her sleepy state, throwing a pillow at her friend to wake her up. "Ugh, let me sleep!"

That just earned another pillow thrown at her.

Ela finally rose and was ready a few minutes later, groggily trudging out of the room with a slightly limp.

"I need coffee." she said, sounding exasperated.

"You hate coffee." replied Cat, her eyebrow quirking.

As she walked head on into a door, pain rushing through her forehead, her companion burst out laughing in succession.

"I have a feeling my love will slowly flourish for coffee despite its despicable taste."

Cat snorted in a half-hearted laugh, muscles still protesting in pain.

After a light breakfast consisting of Dr. Banner's slightly burnt – albeit enjoyable – pancakes; training was due to begin and Cat was actually looking forward to it.

At least she didn't have a metal arm to be hit with.

Feeling a sudden surge of pity for her friend, she decided that she was _not_ willing to give up hours with a very, very attractive man who was courteous _and_ had also a valid excuse to see him flex.

Walking into the equipped gym, she walked in, trying her best to hide her bruises before he apologised for the umpteenth time – and watched him with a punching bag in the corner of the room. It was fascinating; he had a rhythm that grew faster and less controlled – anger building up until with a final bang, the punch bag exploded, sand spilling out onto the floor.

He took a swig of his water and swiftly replaced the bag, turning around to check his surroundings when he saw his trainee.

"You shoulda said something," he said in his usual perky manner, un-wrapping his hands whilst walking towards her.

"Didn't want to disturb you,"

Her reply was honest, and she even blushed a little behind her selfish intentions. He shrugged in response, not quite knowing what to respond her thoughtfulness.

"You ready?"

She nodded even though it was one of the biggest lies she had ever told; her scrapes from the day prior's session proved that as she internally writhed with her muscles throbbing and bruises aching every time her legs moved to walk.

He pointed towards the large boxing ring in the centre of the room, gesturing for her to get inside – and before he made his way over, grabbed a bigger roll of wraps and threw it a good few metres so that his trainee could catch it. Needless to say – she didn't quite managed as it bounced off her hands and rolled weakly onto the floor of the ring. Flushed with embarrassment, she took her time to pick it up – trying to avoid meeting her trainer's gaze.

She _really_ needed some work.

He stood in a steady stance, one foot slightly in front of the other – and held his wrapped hands in a tight fist. He looked at her to mimic him, and she did so – her body position mirroring his. He held out his fist and told her to do so, and he cringed slightly when he saw the rookie fist. Her thumb was curled inwards into her fingers and her wrist limp.

"No, you see – you have to put your fist like this."

He repositioned his thumb over his fingers and tensed them.

Cat just repeated what she had done before, not seeing the difference.

Steve chuckled as he walked over, and Cat felt pretty useless, so her shoulders slumped and she felt like just giving up.

She was definitely not made for this.

"No-"he took her hand, still weakly in a fist in mind-air and took placed her thumb over her fingers instead of under them. "-like this."

She repeated the action with her other hand and he smiled at her. "There ya go!"

Safe to say, she didn't comment on his patronizing tone. She was sure he didn't intend it – with him being several decades older and whatnot.

He quickly walked to the end of the ring and picked up two pads, placing them on each hand.

He stood in front of her, punching pads adorning his hands, feet shoulder width apart and a serious expression which wanted to make Emil laugh as it just didn't suit him to be so serious about something so trivial. Suppressing a smile, she stood forward in the previous stance.

"Okay, hit me,"

She gladly did.

Making no effect of the super-soldier, she still felt she gave her all. Steve nodded in appreciation. "There it is! See that was pretty good. Don't hold your wrist so tightly and tense your arm as you punch."

Taking a deep breath, she stepped forwards and did the same again, this time Steve grinned as she followed his instruction exactly. He nodded eagerly for her to continue doing it, but after the first 20 or so (she felt like it was a million), she was out of breath and Steve stood baffled.

"How much, er- exercise do you do, DuRose?"

Cat replied in hefty gasps of air – "I don't,"

Steve just looked confused.

"Right."

The exhausted trainee looked drained, and Steve knew exactly what to do.

"Suicides! Do a hundred of them!" his exclamation was a conclusion to his brainstorm.

Cat just looked at him with the same confusion he regarded her fitness with.

"You want me to commit suicide? 100 times? Wouldn't I die the first?" was her reply, slightly offended that his plan was to get rid of her instead of perseverance.

Steve actually looked offended, "What? No!" He shook his head, still shaking her misinterpretation out of his head. "I meant run up and down the room a hundred times. One counts as one end to the other and back."

Standing with her hands on her hips, she stared at the large warehouse room – it had to be at least the size of a football pitch.

"Hey, Captain?"

He was busy gathering some equipment for the next part of training, "Yeah?"

"How long is this room?"

"About 100m?" He questioned his answer, unsure of exact measurements.

100m? That wasn't that bad!

She did the maths in her head.

"You want me to run _twenty_ kilometres?!"

Her shout rang out throughout the minimalistic makeshift gym; he turned around looked at her for a moment before returning to his previous action.

"Yep."

She would have preferred the actual suicides.

* * *

On the next floor down, her companion was probably wishing the same.

* * *

The first time Barnes had seen them; he furrowed his brows in confusion and turned sharply in offence. He looked around him to make sure he was seeing things correctly. He had just walked in to the small conference room whilst waiting for a debrief by Hill or Coulson, and instead of the authoritative figures waiting for an asset - he was confronted by a pale, young looking girl and next to her a taller looking dark skinned girl who was fascinated by the spread of Banner's paperwork on the table.

Steve was standing behind them, and he nodded at his counterpart.

Bucky looked baffled at the unfamiliarity of the situation. He knew everyone on this compound, and even though he didn't really speak much to anyone – he always recognised and appreciated their presence.

This ruined the balance of things. Who the hell were _they_?

Bucky had been getting used to the fact he wasn't an asset anymore – he was just a person who was brainwashed into thinking that he was nothing but a killer. Along with his re-humanisation, he was slowly gaining his memory back – and although he hadn't found it so difficult to adjust to his situation; he found it particularly difficult to adjust when it came to familiarity and the concept that people actually _cared_ for his welfare.

He was as happy as a cryogenically frozen/ex-spy/assassin could be in the current time, and he didn't like the new presence that graced the S.H.I.E.L.D compound. He had not been told, he had not been warned, he had not even had the time to gain information on their identities, their pasts – _hell_ even their names!

Steve watched as Bucky critically analyzed the girls, noticing their discomfort. To ease the silence he spoke up cheerily.

"Until Sam's back we're training them."

Bucky Barnes was pissed off.

He enjoyed the Russian banter he shared with Natasha; he enjoyed the talk of military affairs with Sam, he enjoyed listening to Banner's reserved speech, he enjoyed regaining his memory and his best friend with Steve, he enjoyed being ordered about by Hill and fighting Clint after he used his arm as target practice.

He did _not_ enjoy meeting new people.

He did _not_ enjoy the company of new people (that he didn't have orders to kill).

And he _certainly_ did not enjoy the fact he had to train two random girls he didn't know of, wasn't informed of and would _probably_ never trust.

And with that train of thought, James Barnes turned sharply on his heel and walked out of the narrow door; his metal arm forcefully denting the metal hinges on the door and he knocked past them. Steve offered a very blunt explanation.

"He's adjusting."

"Oh." They both replied curtly.

Steve could do nothing but offer them a smile and a question.

"So, who wants me?"

The girls stared at him and burst out laughing, Cat's cheek tinged pink.

Ela was the first to speak, looking at her red friend. "No offence, I'll pass."

And then it hit her with what she had just done. If she didn't work with Steve – she had to work with _Metal Arm_.

Unfortunately, he didn't seem like the friendly guy she had hoped for.

Gulping, she turned to take back her words – but it was too late. "Great! Miss DuRose, you're coming with me."

Steve left the room, ushering Cat along with him and smiled at Ela. He tried not to frown at her clearly terrified expression. Sending her a reassuring smile, he patted her lightly on the shoulder and Cat grinned to the point where tears were forming in her eyes due to her overworked cheeks pulling upwards in the sarcastic grin.

She called out as she left.

"Good luck!"

Ela stuck up her middle finger to her back and stared out of the previously occupied doorframe.

* * *

Steve turned towards Cat, taking in her appearance. She was young, and her skin was very pale in comparison to her dark, unruly hair. Freckles adorned her cheeks and she constantly looked like the epitome of innocence. Her posture was terrible, he had noticed – alongside with her friend, and worn shoes curved upwards as she tapped her feet. He looked at her plain t-shirt and the loose chequered shirt that hung on her frame over it, he also looked at her skinny jeans – which (to his utter self-disappointment) he greatly appreciated the form of.

He sharply turned away, internally reprimanding himself for thinking of DuRose like that.

"Go get changed." he barked.

Startled, she raised an eyebrow in his sudden change of demeanour. He looked back, guilt reddening him, and apologised for his tone like the wartime era-gentleman he was.

"Sorry. Rough day."

Cat simply nodded in understanding and walked in the direction she thought her room was.

Steve coughed.

"Other way." He pointed to a set of glass doors, and soon before her reaching had one of doors open for her. Cat nodded in appreciation and walked on, her gaze following her muddy Converse.

As she had disappeared around the corner that followed her destination, Steve jogged alongside the clinical looking corridor, smiling at some fellow employees as he flew past them.

He spotted Dr. Banner and remembered where he was going, reminding himself to ask where Bucky was.

"Hey, Banner?"

Bruce turned his head in a panic, his brown curly flopping slightly onto his forehead, a clipboard and pen in his hand. Steve saw Dr. Banner sigh in relief, and raised his eyebrows.

"Have you seen Bucky?"

Bruce contemplated for a moment, before responding. "He was headed towards his room but I don't-"

Steve interrupted, guilt reddening him again.

"Look, I'm sorry Doc, but I gotta run. Could you do me a favour though?"

Bruce nodded, suspicion clouding his expression.

"Just-"His tone quietened as he recalled Bucky's expression just mere minutes before and continued with an exhale. "-check on the other girl, will you?"

Bruce laughed, his glasses sliding down the bridge of his nose. "You want me to babysit? Is that really a good idea?" he chuckled to himself before looking at Steve's pleading gaze. Simply sighing, he rolled his eyes towards the taller man and Bruce smiled. "Fine, I will. Don't blame me if The Other Guy makes an appearance. I don't really have a tolerance for kids after Calcutta."

He paused for a minute and called out as Steve started to walk away, "Wait!"

In response, Steve turned around, questioning his colleague.

"Which girl am I babysitting?"

Steve didn't even bother with Bruce's unofficial self-titled role. He struggled for a moment whilst remembering her name, and gave up after he checked his watch.

"The tall one!" his voice rang out and Bruce just laughed before he remembered he didn't remember how tall they were. Shaking his head he left the corridor, tapping his fingers along the underside of the clipboard. He looked around for the 'tall one' and remembered that she would still probably be in the conference room.

When he arrived there, he saw her hunched over a laptop with a slightly crazy look in her eyes, scrolling eagerly through something. Confused as she had not noticed his presence, he glanced over her shoulder to see several programmes open and a multitude of tabs all relating to one person.

The Winter Soldier.

Concerned, he looked as her eyes rapidly moved from left to right, taking the information and took a seat beside her after closing the door.

"What are you doing?"

He scratched his head, as she turned her head aggressively to face him. Her determination seemed to soften as she looked at him, and colour tinged her cheeks slightly.

"Dr. Banner. Oh."

He just looked at her, confused and honestly? A little terrified.

She turned her laptop away so he wouldn't see, but she had a feeling he already knew what she was doing. "Sorry about that. It's just you know-"

She grimaced a little, moving her hands and trying to form words.

"Erm, metal arm," she paused for a moment.

"Angry guy?"

"Winter Soldier, ex-assassin for the KGB?"

It made sense to Bruce, but he just didn't understand why she looked like she was going to pass out from sheer worry every time she looked at her laptop screen.

She laughed nervously, finding anywhere else in the room to look but at the middle-aged scientist in front of her.

"Look Dr. Banner, he's a scary guy and my so called friend has ditched me for nice and friendly Captain America."

He nodded slightly, not seeing her point.

"Until Sam gets back, the metal-armed, big and scary ex-assassin has to train me."

It took Bruce a moment to catch on.

He simply nodded in sympathy to the girl.

"I see your point Miss-"He waited for her to fill in the blank. "Kale," was her curt reply, and he continued. "-Kale, but I don't really think all the stalking is necessary."

Ela's cheek reddened slightly and the volume of her voice dropped almost to a mumble. She spoke slowly in her defence, unfortunately unable to present a decent case for her stalker tendencies to her scientific idol. "I wasn't stalking."

Bruce raised an eyebrow.

"What _were_ you doing?"

She looked at him before carrying on investigating the information displayed in front of her. "Hacking into the mainframe to get his most recent files. Just don't want to get on his bad side."

Bruce stared blankly at the girl in front of him. Shaking his head, he sounded slightly alarmed. "Why would you need to do that if all of S.H.I.E.L.D's information-"He stopped mid sentence, the words trailing off into a sudden realisation.

Bucky had _no_ files in S.H.I.E.L.D.

"What mainframe are you hacking into?" he tread his words carefully, dumbfounded. She blinked at him, her face as innocent as it could look. She rolled her eyes and looked at him. "Government. I haven't done it yet. I'm waiting for Cat to get back. She's better at that kind of stuff."

"Still, most of the government's information was released by Romanov-"

Ela interrupted, her patience wearing thin and her confusion blossoming at supposing Dr. Banner was meant to be –you know, clever.

"The Russian government. I'm sure it wouldn't fare well with Agent Roman-"she corrected herself, remembering the reference from the lady. "-Natasha if she were to dump Russia's secrets on the internet. Russians don't react well to humiliation. Usually because they don't face it." Forgetting she was rambling, she shut herself up and continued to preen at the glowing screen in front of her, eyebrows furrowing.

Bruce just stared.

"How old are you?" His voice contained fear, amusement and sheer disbelief.

"Twenty-one." She drawled out the words, her fingers tapping on the black keyboard, filling the space of silence with paced typing and the occasional raised eyebrow.

He looked over again, leaning slightly towards her and saw that she wasn't in top secret files as he had expected.

"That's Wikipedia."

She looked at him with the unspoken 'obviously' and turned back to the page on KGB spies. "Thank you for that Dr. Banner. I wasn't aware."

It was Bruce this time that rolled his eyes. He forgot sarcasm was built in her dictionary as a student. Explaining her choice of website, she continues, stopping scrolling but still staring at the screen.

"It's still pretty useful. It doesn't say much about him per se – but a lot about how he was trained to think and act. I don't want to piss off the wrong guy, Dr. Banner." Her eyes were downcast and she had resorted to fiddling with the hem of her t-shirt. He related to the girl sat anxiously in front of him, checking and finding peace in facts and numbers and forming patterns.

She was genuinely scared of Bucky, and even though he was slowly regaining his memory, his aggressive manner and cold approach to people didn't exactly make him likeable.

"I'll help you."

She turned to him slowly, the corners of her mouth turning up into a slight smile. "Really?"

A little smile appeared on his face, mirroring her expression and turned his chair to face her slightly. "Sure! Anything for a fellow science grad." She grinned at his response and immediately her cheerful expression returned to the straight face as she returned the laptop ahead of her and started reciting out instructions to him off the top of her head.

"So Dr Banner, you can start with analysing these past behaviours – I know it's not your field but it can't be as difficult as that work on gamma tracing from halfway across the world."

He glanced at the screen before fixing his gaze on her, watching the intent movement of her fingers as she spoke. "I've grouped most of them into number of months after cryo and also the patterns. Just spot any anomalies and highlight them."

She looked at him expectantly before realising she had given him a task with no information. "Sorry." She picked up a thin stack of papers next to her on the chair and a small blue notebook. "Here you go."

Bruce was more baffled than he had been since his fourth year dissertation.

"How long have you been doing this for?" He asked, now trying to sound causal as he flicked through the few sheets in his hand.

"Half an hour," she glanced at her watch, confirming the time.

"You work fast," he commented, impressed.

She smiled at him.

"It's not hard to find resources when you need them."

He chuckled.

"Well, you don't need this-"

She turned to him to send him a message with a look that clearly stated 'Don't Question Me' and an edge of ferocity he only saw with Natasha in her prime of anger.

Quite frankly, he was pretty sure himself and The Other Guy wanted to hide in a hole where his sanity _wasn't_ being ripped apart by confusion.

* * *

"Buck?"

The brooding man sat against his bed, doing nothing but _brooding._

Steve fought the urge to slap him on the back of his head. Unlike old times back in the 40's, he couldn't treat Bucky like he used to – like a best friend – because Bucky had been isolated from people for decades, having his memory wiped over and over again to force him to believe he wasn't even human.

He understood. He understood it took time, and he wanted nothing more for Bucky to be his normal (albeit womanizing) self.

The man in question turned his head to face Steve, his hair ruffling out of place slightly. Bucky looked towards Steve, knowing what his next good morale lecture was going to be about. Deciding he would actually take a step forwards on this whole 'expressing-his-feelings-like-a-human' thing that Sharon had told him to do, and expressing himself in the best way he could.

 _Bluntly._

"I don't like them."

Steve nodded, allowing to his friend to speak as he sat down on the floor next to him.

"They're change."

Bucky took a deep breath and looked towards his ally for comfort.

"Bucky, I understand that. But you know the situation." Steve's words held truth behind it yet this did not reassure the stern looking man filling the space next to him. "We have a duty to help people. We're helping these girls to help more people."

Bucky considered Steve's words, realising his anger was more of a tantrum than justified. With internal struggle, he apologised. "I'm sorry Steve."

Bucky was learning (again), slowly but surely. He had always gotten what he wanted from people beneath his superiors; no one dared question a trained spy/assassin/metal armed maniac. He knew that he needed to change – be the Bucky he used to be. It would be better for everyone, and hell – maybe even get him a girl. As he slowly regained his memory, he sometimes smiled to himself as he remembered dancing until the early hours in the morning and going to the Stark Expo with Steve. They were all faint and very, very vague – but he appreciated that better than the memories of killing people in cold blood.

 _Definitely_ better.

Although his case was not fully justified, he felt a slight peace that his name as The Winter Soldier was not one he chose willingly – and it was something he was willing to prove himself as James Barnes and not a ruthless killing machine.

He felt guilt. So much that it almost consumed him at night when he tried to sleep – it wasn't like the scientists could change his personality, only wipe his memories. Sometimes he found himself amused or a little bit lonely and even joking (only Natasha understood the humour – unfortunately Americans didn't quite understand Soviet anecdotes) and when he saw his memories of killing people, he just wished he hadn't been found by HYDRA and they'd just left him for _dead_.

It would definitely be better than this.

Steve watched Bucky – he did that often - getting lost in his own thoughts with his expression changing into one of guilt and sadness.

There was something wrong. And he would find out what it was. Making plans to speak to Sharon who was better at this psychiatric stuff than him, he made his way out of the room before casting a glance to the broken man in front of him. It felt like he was broken.

And Steve only hoped he would be fixed.

He took another glance at Bucky and his head drooped in defeat.

* * *

Her heart pounded as she walked into the huge space, the equipment looking far more intimidating that she first envisioned it to be. Her trainer was in the far corner, viciously attacking a boxing bag and adrenaline pumped through her veins. She was fucking terrified.

Flight or fight, Ela.

 _Or_ shutting up and dealing the fuck up with it.

There was nothing else that could have prepared her for this – she knew _everything_ about this guy that she could possible backtrack 70 pages onto her Google search. Well _after_ HYDRA took him in. She knew what time he slept, what his offensive tactics were, even that he could do easily do a 4 minute mile.

Enough research in the world wouldn't tell her about his unpredictability.

 _Or_ how his defensive tactics were more offensive than defensive.

 _Or_ how he avoided looking at her the entire time she had to face him.

She took a deep breath, swallowing nothing but air and tried to be as quiet as she walked towards him. It turns out he hadn't heard, and as she reached within a foot of him – he swung back instantaneously, metal arm hitting her flat across the stomach and the force making her fly back against a square pillar.

She was silent in shock and made no noise in fear of another attack.

Bucky didn't look at her wheezing for breath and held the bag still.

"First lesson."

He kicked himself up onto the edge of the boxing ring in the middle of the room.

"Anticipate."

She grit her teeth in anger as she stood up, muscles aching and back stinging against the cold concrete of the pillar.

What a dick.

He motioned for her to join him in the ring, and the pain and anger swelled over the fear she felt. She just really wanted to kick him in the balls. _Hard._

She walked as normally as she could, the ache from being flung back was fading and was reduced to become dull. She ducked under the rope and stood in the middle of the ring.

He turned to face her, his frame towering over her, and with as much pride as she had left; she stood up straight and stared straight ahead. And the view just happened to be his chest. She had to admit, his abs were very well defined.

Nice to look at.

Colouring a little, she bit the inside of her cheek and maintained her straight face.

Whilst her train of thought wandered, Bucky managed to glimpse her looking at him and had to stop himself from making a comment.

After a minute or so of silence, he stepped back whilst still looking over her tied ponytail.

"I'm going to hit you now," he said, voice neutral and expression - almost bored.

Before she could question his statement, she felt a cold metal fist churning her organs as it hit her in the sore spot that had been winded before. Her eyes widened more in surprise than shock and she doubled over as the pain throbbed throughout her abdomen.

"You just punched me." Her reply was raspy, still in recovery from being punched.

Still avoiding looking at her at all costs, he replied in the same monotonous tone as his statement in the first place. "Yes."

"What the hell was that for?" was her only reply as she stood up against, wincing as she reminisced the cold feeling of the metal against the forming bruise.

"I warned you."

"You gave me, like, a _second_." Her tone is resembled a temperament that Bucky was only familiar with and he quirked an eyebrow.

"Which is still a warning."

Her response was a glare.

"Anticipation." Bucky drawled out his words, almost dripping with irony.

If she had to deal with this asshole, she would do so with her dignity.

"Okay."

This time he didn't even give her a warning.

Just round-housed her.

The kick hit the exact same spot, just below her ribs and she swore there was so much pain that it felt like it was blinded by numbness. She flung against the ropes, leaving marks in lines across her back as she landed on the softer floor of the ring.

Deal. With. It.

She gritted her teeth once again.

As she got her breath back she regained her stature and stood up again, slightly hunched over.

He just did the same thing. Over and over again. Differentiated occasionally. Sometimes a kick. Sometimes a punch. Maybe even a floor swipe. Every move was different.

She glanced at her plastic watch. It had been an hour of her getting her ass kicked.

She was not going down without a fight.

In the complete hour of getting her ass kicked, she could at least anticipate one thing: he was going to hit the same spot every time. She also noticed he had stopped using his metal arm a while back. She wouldn't call it friendship or anything, but it was a step.

 _Baby steps_.

She really wasn't into getting her ass handed to her. It fucking sucked.

On the other side of the story, Bucky was starting to feel guiltier for what he felt was him beating the life out of her. She had some spirit. Always got back up.

He guessed that was good.

He jumped out of the ring and got himself a bottle of water, and whilst gulping down half of the bottle – he noticed his trainee glaring him with a force that would probably decapitate him if there was such a thing.

He had another idea.

He held up another bottle of water, and waved it to her. Slowly, she slid out of the ring and walked towards er trainer with as much strength as she could. It was so, so hard for her not to just collapse in defeat. But it _would_ be worth it. As she trudged over to the water bottle, James Barnes started running with the water bottle.

Across the fucking warehouse.

She looked at the empty packet of water bottles. Was it worth it?

Her throat said _yes._

Her muscles said _no._

"You have to come and get it." He shouted simply, mid run.

She looked up to the ceiling – and even though she had never particularly been religious – prayed to whichever God was willing to help her as she looked towards the scaffold sky.

Taking a deep breath and almost fighting back tears, she bit her lip and ran towards Metal Arm. At least the water was in the metal arm, so he was less likely to hit her. Attempting to jog hurt her lungs, hurt her everything. It felt like her whole body was made of pain.

Still, she thought she made it this far – so might as well make it more.

Right?

 _Wrong?_

She tried her best to run, and found herself almost across the hall. In glee she let out a triumphant smile, only to realise that Metal Arm was on the other side of the hall tormenting her with the same water bottle.

Breaking out in a slightly faster run (it definitely couldn't be passed more as a light jog) she made way for the other side of the gym (prison, more-like) and found he had already surpassed her to the other side of the hall, the bottle of water seemingly glaring at her mockingly.

Her body cried out in pain.

Her mind told her to _fuck that_ because she was going to get that water no matter what.

She ran, and ran and ran until she physically collapsed.

Groaning in pain, she curled up in a ball – heart pounding and her skin glistening with sweat, embracing the cold floor.

It seemed like she had slept forever when she woke up in her bed, definitely feeling worse for wear.

Making a simple judgement, she decided that this was much worse than a hangover.

Her mind unclouded and she shrugged off the lingering thought of how she reached her room. Her head fell back on her pillow as her eyes shut once again. Across the room, she swore she heard a quiet breath as she forgot everything.

* * *

He felt remorse. He _did._

He felt bad for the slight limp, and the bruises on her legs. But this is how he had been trained – he can't be nice. It wouldn't get them anywhere.

She was a _mission._

To _train._

So he should _not_ feel guilt.

As she walked with the same prevalent dignity as yesterday, he climbed back into the ring and like yesterday motioned for her to join him.

She knew what it was going to be, her mind knew it, her bruises knew it, she even felt her muscles contract as she stepped neared him in defence.

"I'm going to hit you now."

Within a second, he flew out his back leg into the back of her knees and she buckled.

He sighed for a moment, patience diminishing. "Lesson one."

She rolled her eyes and stood back up. " _Anticipation."_

She looked at him with an unimpressed glance and a raise of eyebrows.

"I got it."

He kicked again, muscled leg stretching out towards her midsection – and she stepped forwards and missed the hit by a few centimetres.

She seemed shocked by this revelation, that she could move and avoid getting hurt. Hiding a smile to herself she readied herself – and for a moment she genuinely thought she would dodge his punch. Instead of moving out of the way, she ducked downwards and Bucky's knuckles collided with her nose.

Seeing stars, she stumbled back a bit and Bucky bit back a laugh. Slumping a little, she straightened her back as much as her bruises allowed her to, and in the midst of this saw Metal Arm's left knee buckle and his body moving into a crouch.

 _Which meant…?_

Her mind blanked.

She squeaked out as she jumped over the sweep kick. Much to her disappointment, her trainer caught on the fabric of his trousers and tripped mid air, and soon realised her destination of fall was to be her trainer. She clenched her fists as she fell and landed on Metal Arm – elbow first. She heard a grunt from the guy, but nothing else. Scrambling to her side and landing a foot away, she resisted the urge to apologise and threw the manners lurking at the back of her head aside and persuaded herself it was payback.

He got up and lifted a foot over her leg, so she rolled to the side. Using the side ropes of the ring, she pulled herself back up and managed to avoid a kick by jumping out of the way and using the ropes. They were both now in the centre, and he was throwing all sorts of hits at her left, right and centre and much to both of their surprise – she was dodging all of them.

Not so gracefully, but dodging him and his damn roundhouse kicks.

She didn't even have time to applaud for herself for her achievement, because she was too busy doing what she did best. Using past knowledge to predict solutions. And although she was falling over more than she would care to admit – she think with a little practice, lesson one was complete.

Bucky just continued, allowing himself to smile a little.

She learnt fast.

Just like he did.


	3. Chapter 3

This was the first time she had properly spoken with her best friend in a while, and Cat sure felt like she needed it.

"So, how's it going with Barnes?" She asked Ela, her hands lingering over the mug that contained her tea. Her friend raised an eyebrow and smirked, leaning across the table a little whilst glancing over at the tall blonde superhero on the other side of the room.

"Metal Arm? _Whatever_." She shrugged off the question before turning the tables.

"I think you mean to say, how's it going with _Steve_?"

Laughing, she accepted the small punches to her shoulder as she followed Cat's cheeks reddening."Shut up!"

It had now been two weeks since their training had started, even though Ela hadn't had much luck befriending her own trainer and practically loathed him; Cat was starting to really get along with the very tall, muscular and handsome wartime hero. Ela knew her best friend was smitten, and so for her benefit decided to do her a big favour.

"Look, Em. Sam's coming back tomorrow – I've been speaking to him."

Cat eyes her friend suspiciously. "Why have you been talking to him?"

She was met with rolled eyes. "Alright, _madre._ I just wanted to get the specs on the new exo-suit. And he wanted to see how my training is doing." Ela tried to speak as casually as you can. Happy with the reason, Cat nodded as she took a sip of her tea and then her suspicious look returned with narrowed eyes and doubting glances.

"Why was he asking about your training and not mine?" her eyes were critical and followed her every twitch.

"Getting jealous? But no. I did you a favour." She replied, her eyes staring at the bottom of the blue mug.

Cat rolled her eyes this time and replied with a curt: "Favour? Do enlighten me."

"I'm going to train with Sam when he comes back."

Instead of the happy expression Cat should have had on her face, Ela was unpleasantly surprised to see she was mortified. "What?" She sputtered out, gaining strange looks from nearby people. Furrowing her brows, Cat blurted out. "How is that a favour?"

Confused, Ela spoke slowly. "How is it not? You get to spend more time with Steve, and I get to run away from Metal Arm Sadistic."

Cat looked upwards and let out a breath, her voice rising in volume. "No! I can't train with Steve anymore! I fail at everything I do, and you have to get Sam to train with me!"

Ela let her head rest on the table, knowing that she was being slightly selfish. "Alright, I'll talk to him. But you owe me some big favours later on because I'm still with Metal Arm."

" _Metal Arm_?"

Ela just sighed and furrowed her face further into the table as she heard Barnes question her nickname towards him. Pretending she didn't hear him, she didn't move and heard her friend speak out in her defense.

"It's a term of endearment."

She practically heard the cringe in her voice and doesn't settle until she heard his footsteps fade away. She looked up out of her own arms, and peeks through a small gap.

"Mature, Ela. Real mature."

Ela sighed and took another peek out of her self-made hobbit hole.

She just hoped the training would be over and done with as soon as possible.

* * *

Cat would like to think she worked a lot better with Sam. Maybe because she didn't have the biggest crush ever on him and practically flailed whenever he spoke to her.

She was doing a lot better.

In fact, in a few days, she was up to speed with Ela and her weird military-super-soldier workout thing she did with Bucky.

Sam's voice rang out as she entered the gym. "DuRose!"

She craned her neck to see Sam standing on the high rafters.

"How did you-"

In a second she was flying through the warehouse with two hands wrapped around her waist.

"Put me down! What the hell, Sam?"

Sam flew down, and Cat's nausea eased as her feet hit the ground. "You're no fun." Sam spoke in a petulant kind of way and it made her laugh.

"Anyway, you get a rest day today."

"I've been doing that well?" She practically shone with excitement. Sam winced to digress and she hit him playfully on the shoulder.

"Yes. Yes, you have DuRose. And I also have to go help Stark and Coulson to scope out another base."

"How many bases are there?"

Sam mock shuddered. "It's HYDRA. They're everywhere." He garnered a roll of eyes and a laugh, and before he left she was left in a bout of confusion.

"What am I gonna do today then?"

Her question was already answered as Clint and Steve walked into the room, Clint with and extra set of a bow and arrows and Steve with very sponge-like armour.

"Target practice!" Clint exclaimed with a dramatic flair, laughing as he patted Steve's spongy chest. Steve smiled and Cat's heart swelled as his grin basically glowed.

"Let's get some practice on the board first before you puncture his artery or something."

Cat looked down at the set of arrows, examining the tip.

"They're blunt."

"Not the point." Picking up a set of arrows, he moved next to her as they reached the target and laughed at his own terrible pun.

"And moving targets are always harder." Clint grinned at her and Steve nodded at her encouragingly. Steve passed her a bow, and she glanced at it in a mild panic before Clint stepped forward to help her.

"No, I got it." Steve stepped forwards, pointing the bow in the right direction and moving Cat's hands so they rested correctly. She looked downwards the entire time, still embarrassed at how incapable she feels around him. After Clint passed her an arrow, she placed it where she was told and stared at the looming black target board in front of her.

Taking a deep breath, she breathed in, loosened her fingers and when she exhaled, let the arrow loose.

The arrow vibrated against the board, and as she opened her eyes she saw Clint and Steve looking at the board in wonder. The arrow was placed neatly on the edge of the innermost ring.

"Try again!" The archer urged, passing her another arrow. Repeating her previous actions, he breathed in and drew the bow, held on to the bow frame and let go as she breathed out. Opening her eyes again, her mind told her the first time was just a fluke and this would probably be off the board or something…

"Pretty good for someone who didn't know which way the bow faced," Clint mused to his company. When she glanced towards the board, she saw the arrow struck a little closer the centre. Questioning her skill, thinking it was beginners luck – Clint passed her another arrow.

She opened her eyes this time as soon as the soft noise of the arrow piercing through the board hit her ears and lo behold! It was on the edge of the board. Slightly disappointed, she shrugged and Steve nudged her.

"Try again." He smiled at her and squeezed her shoulder in reassurance.

She held the bow again, gripped it more tightly and focused on the centre of the board; breathing in, it felt like time had slowed as she drew back the bow and it felt like she was screaming relief as she exhaled and let the arrow loose. Eyes practically glued shut, she opened an eye to see the arrow had hit dead centre.

Steve just snorted with a sly comment to Clint gaping. "You got competition, Katniss."

Cat just burst out laughing at Clint's expression.

* * *

"You ready Steve?" Clint's voice rang out against the walls of the room, and in response Steve quirked a nervous smile.

Cat was _terrified_. Not only was she likely to miss, but what if she _didn't_ and ended up hitting him and hurting him with these god-forsaken arrows? She was pretty surethat _wasn't_ how seduction worked. In fact, as Steve placed Sam's old exo-suit on himself, she was pretty sure the way his muscles rippled was enough to seduce _anyone_. She turned to glance at Clint and even _he_ seemed fascinated.

She sighed as Steve gave a thumbs up to show he was ready and Clint cleared his throat, distractions of a certain superhero put aside. "I'll go first; show you how it's _done_."

His borderline arrogance did nothing more but amuse the brunette and she watched as the archer slung back his arm and let go in one swift movement, she watched the arrow cut furiously through the air and into Steve's side. With a smug smile, Clint grinned at the worried girl next to him and nudged her.

"Don't worry. You won't hurt him."

Heart pounding, she lifted the arrow and watched Steve have far too much fun swooping between the rafters. She focused on Steve and where he was going to go, and slowly drew the bow back and breathed in, throwing in a millisecond of a prayer and a sharp exhale when she let go.

" _Whoa_!"

There was already a winced positioned on her lips as she opened her eyes. Clint's expression bordered between sympathetic and amused as Steve ruffled the side of his head, where the arrow had narrowly missed. All Cat could manage was a coy, "Sorry."

Steve looked a little alarmed, but quickly shrugged it off. "It's fine. Try again."

Clint added, "Don't aim for the face – how do you think we get publicized?" with a grin and after seeing Cat's mortified expression, quickly assured her. "I was joking, don't worry about it."

It was only then she realised they can't have any publicity anyway, and fought the urge to facepalm her gullible nature (which was compromised in any situation when it came to _him_ ).

She felt her cheeks colour and heat up as she picked up another arrow. She was already fucking this up, and at this rate she was _probably_ going to end up beheading the guy. She targeted Steve and without a second thought, let the arrow loose. It just missed Steve's leg and now thinking it more as a personal challenge, she went on a shooting rampage.

Clint found this hilarious, judging by his uncontrollable laughter and Steve seemed a little more scared of his ex-trainee. Shooting arrow after arrow, they glided through the air, each missing Steve by a smaller amount every time.

With only one arrow left with her, she decided this was it. She was going to hit Steve with the goddamn arrow. Her arms ached, her vision had become a little fuzzy after not blinking for a good couple of minutes and her bottom lip had a cut I it where she had bitten it so many times in concentration.

 _This was it._

Lifting her chin, she followed the Captain's path with uncertainty, she knew what he was going to do of course; swerve and try and cause her to go off path. Predicting it, before he turned to swerve, she drew back and exhaled, letting go – not dissimilar to Clint's method. The arrow moved in slow motion, Steve was in his own blissful ignorance as the arrow hit the sponge - embedding itself into the left side of his chest.

Clint cheered out and Cat let out a sigh of relief and smiled. Steve feigned disappointment and pouted a little as Clint squeezed his cheek with a snarky comment.

"Adorable. _Really_."

Cat just couldn't help but grin. She had finally not humiliated herself in front of Steve and she hadn't almost killed him with the blunt( _ish_ ) arrows.

Steve walked up to her, but Clint stopped him and removed the arrow from his armour clad chest, raising an eyebrow.

"Maybe we should call you Cupid, _eh_ DuRose?" his question seemed more of a definitive statement, but didn't clear up the issue.

"What?" She asked, smile still on her face as she looked towards Steve who had turned a little red and had resorted to picking up the arrows scattered around them.

Clint just smirked at her, tilting his head slightly whilst scrutinising her. With his overdramatic flair, he added the action of putting his hand over his heart and made a (terrible) love-struck expression. "You shot him right in the heart."

She went so red, Clint was afraid she might explode.

Clearing her throat and struggling for words after she internally planned Clint's death, she spoke with as much normality as she could. "That's j-just _ridiculous_."

She folded her arms to at least give herself false confidence more than anything.

"That does not stop me from calling you Cupid." He said with the same infuriatingly smug hawk face of his. She sputtered in retaliation, not quite able to form a proper argument for herself yet. He ruffled her hair and she sighed in defeat.

"It was only a fluke." She muttered, finally thinking of something to say.

"A very cute and nickname-able fluke." He replied, his tone reminding her of a parent patronising a child. She glared at him through the corner of her eyes and stopped for a moment.

"Did you just call me cute?" she spoke from a small distance behind him.

"Yes I did."

"I'm _not_ cute." She retorted.

"Yes you are, _you ittle wittle Cupid_." He drawled, pinching her already red cheeks.

"You are _so_ annoying."

" _You_ should respect your elders."

"Not if they're as annoying as _you_.

"You _wound me_ , Cupid."

He swore she growled at him and he just grinned further as they walked out of the room together, Steve following behind.

* * *

"PTSD."

Steve shot Sharon a blank look.

"Bucky has PTSD."

Steve's heart dropped. Whatever PTSD was – it did not sound good. Sharon gave Steve a sympathetic glance, before returning to her clipboard and checking the small handwriting before confirming her statement.

"What is it?" Steve questioned, slightly angry that Sharon wouldn't explain it to him or tell him how to fix it.

"Post Traumatic Stress Disorder. It's a mild form of depression, and can lead to anxiety attacks and isolation." Her voice remained diplomatic and Steve's expression remained stone cold.

Bucky was depressed?

Sharon's voice softened a little, reaching out for Steve's arm. "Look, I'm sorry Steve. It was expected - he's regaining his memories of everything."

"But isn't that a good thing?"

Sharon nodded, her blonde curls bouncing. "No, it isn't. The memories pre Winter Soldier are good. But he took a lot of lives and he's remembering those things too. The memories of his assassin days are also what he's starting to remember, and I'm afraid there's no medicine to help him out of it."

"How can there not be anything to help him?"

Sharon sighed, tucking the clipboard under her arm. "Firstly, if there was any medicine, his body would probably reject it because he heals so quickly."

She paused for a moment.

"And it's not something that can be cured that easily Steve. He's not ill because of something that has happened to him. He's ill because of _all_ of the things that have happened to him. His mind is overloaded with memories over the past 80 or so years and there's only so much a person can take, Steve. Even super-soldiers."

With that she offered Steve another apologetic glance, but Steve simply walked away, unable to look at his old flame.

He wasn't angry at Sharon. He wasn't angry at Bucky.

He was angry at himself.

And as he turned the corner, he saw Bucky standing frozen in his place, looking at Steve and giving nothing away.

"Buck, I'm sorry you had to hear that-"

Before Steve could finish his sentence, Bucky had already walked away.

* * *

James Barnes was _pissed off._

And he knew _exactly_ how to let off steam.

He walked towards the girl's room, and found her sat on the bed on a silver computer placed in her lap. She sat in casual clothes and wore glasses that Bucky didn't know she wore, they suited her - but were a little lopsided. She hadn't noticed him, and when she did she nearly fell off the bed in shock.

"A knock _would be_ nice."

He let out a breath, containing his impatience for her sarcasm.

"Get up." his tone was flat and authoritative, and he looked around the slightly decorated room with few sheets of paper with spec drawings and a couple of pictures stuck around the room.

She furrowed her brows and took a look at him, raising her eyebrows.

"What? _No_."

He took a slow breath this time, cocking his head to the side and folding his arms.

"You have training."

She glanced at her watch before looking at him with an unimpressed expression.

"Not for another hour and half, I don't."

For the first time whilst in conversation (not that they really had much), he looked at her with a look that stated not to question him. Sighing in irritation, she shut the laptop lid carefully and placed it underneath her bed. Standing up, she mirrored his stance, crossing her arms and tilting her head slightly.

"What?" he questioned, now his annoyance matching hers. She smiled sweetly and took a step closer.

"If you would _excuse me_ , I have to not wear jeans whilst getting my backside kicked." She paused for a moment before she pushed into him to move, but he didn't budge. He simply looked down at the pissed off girl, and she looked up to compete in this staring competition that had evidently started throughout this very sparse conversation, at some point. She challenged him to move non-verbally, and since he interpreted the challenge a little literally; he stepped back.

With a challenging smirk, he simple said. "If you're so _eager_ then..."

And then proceeded to _attempt_ to kick her. She looked at him in disbelief, but she was never one to back down. Regardless if all of her possessions were at a possible risk and her room would probably turn into a disastrous state, she blocked the kick and turned his leg away from the line of target. Not stopping, he threw a myriad of hits her way - all of which she had gotten progressively better at defending herself.

He threw a fist at her shoulder, which she dodged with a swift movement, in the process jumping onto her bed for safety. He wasn't done _yet_ though.

 _Who has the right to tell him he's ill?_

 _There's nothing wrong with him?_

 _So what if he had killed people?_

 _Most of the people here had done the same!_

With the last thought, he forced out his metal arm, this time a lot closer to her face than she had anticipated as he jumped up to reach her level on the bed. Seeing no other option, she fell back onto the bed and rolled off it.

 _He nearly hit her in the face!_

 _What a prick!_

 _Who does that?_

 _With the metal arm as well?_

She made plans to graffiti it in his sleep as she stood up, ignoring the dull ache at the back of her neck. She stood in the stance he taught her how to and in between ducking and dodging and jumping and swerving, she even managed to get a few jabs in there.

 _Why would Steve talk about him behind his back?_

 _Did Sharon not like him?_

 _Was his mind really sick?_

Bucky's train of thought was veering off into dangerous water and his fists were getting closer and closer to his trainee's face.

" _Dude_!" she cried out as she picked up a pillow and held it firmly over her face, peeking out occasionally to see what he was going to do next. It was like he was performing these moves mindlessly, like a robot, and someone had the controls. He didn't look even _slightly_ affected and quite frankly, she was a little more concerned for him than herself. With no other choice and unable to get his attention by jabbing at him occasionally, she _had_ to throw the pillow at his face.

She looked around and realized her roommate was going to be _pissed_. The place was a mess, clothes thrown everywhere that were before in neat piles, a broken lamp, and the bookshelf hanging on by a nail.

 _She was screwed._

Bucky blinked as the soft cotton pillowcase hit his nose, and he grasped the scent of apple in the meanwhile. _It smelt nice_. He noticed that his trainee was gaping at him, hidden slightly from any more attacks he sent her way and was severely out of breath. She looked at him with a look that expressed _'what the hell_?!' and then proceeded to stand up and get her breath back.

He held up the pillow, questioning her decision to throw a pillow at him.

"You were scaring me a little." was her reply, only to receive the pillow back in her face as Bucky threw it at her. Not even bothering to argue, she dropped it on the bed as he further questioned - this time by actually opening his mouth.

"Shouldn't I _be_ scary?"

Ela contemplated this for a moment, and replied. "Yes, you should. I mean you're not _that_ scary. But you had this, like _,_ weird look in your eyes - kinda like a robot and it was pretty..."

Bucky had zoned out at this point.

 _Was this PTSD thing getting to him?_

 _Was he turning back into the Winter Soldier?_

 _Would he turn back to HYDRA?_

The logical part of his brain said no, but he had the rotting feeling in his mind that they would find him and take his memory again - and he couldn't deal with that. He _couldn't_.

He was _barely_ coping with this as it was, and now he's suddenly diagnosed with some bullshit thing that now declares his mind is ill.

He was scared. He just wanted to be either Bucky or be dead _, like he was supposed to_.

And the sinking feeling of guilt returned to his chest as he saw the slightly startled rambling on in front of him. At least she wasn't as bad as she was when they first began training.

But overhearing her conversation with DuRose the day before hadn't been reassuring. He knew that Ela preferred Sam over himself, and that he wasn't much of a people person. She practically _loathed_ the guy.

He didn't blame her.

She noticed his expression had changed - he looked so lost and sad and afraid, so she stopped speaking. Not really knowing what to do, she widened her eyes in a slight panic before thinking ' _what would Cat do_?' and thinking back on the course she never took - _'Comforting People for Dummies_ '. So she went up to him and hugged him.

She didn't _like_ the guy - but she had never seen him so depressed.

To be honest, she hadn't really seen him with much emotion really.

So she stepped forwards and awkwardly paced her hand around his waist, arms and all. She winced at the feeling of the cold metal on her arm and for a moment it seemed like they both had stopped breathing.

And then Metal Arm started to twitch a little. When she moved slightly to look at his expression, he laughed. Like, _really,_ laughed.

She _knew_ hugging him was a bad idea. He must have thought she was a complete _utter freak_. Not that she _cared_ , but it would have been awkward considering her training wasn't finished yet.

Confused, she moved back further, her fingers brushing against his waist and he laughed so hard she was afraid it was the end of the world.

As her fingers left his waist, he was in a complete fit of laughter and Ela had never been so confused in her life. With a look of disbelief, she couldn't tell why he was laughing so much until she realized his arms had gone to his side and she realized.

 _She realized._

Oh _yes_.

She wanted to laugh so much but she maintained a small smile instead, just about holding back her laughter.

"You're _ticklish_?"

He shook his head in somewhat of a denial and she grinned at the sudden revelation.

The Winter Soldier was _ticklish_ , of _all_ things?

 _Really?_

Not passing up the opportunity she wiggled her fingers as his arms dropped to his sides, tapping them lightly against his waist - grinning as she finally had blackmail against her moody trainer. He practically roared with laughter, in between hefty breaths, he managed a weak ' _Stop_!', but Ela was _not_ having that. Basking in her sudden cruelty, she tickled him to the point where he was now lying on the floor, clutching his sides. She stood over him proudly, when she suddenly felt a foot trip her up so she was now also on the floor. Lying flat over him - stopping herself from falling on his metal arm (it was _definitely_ more painful than she had first anticipated in training the week before) and before she could use her arms to grab onto the side of the bed and pull herself up, Metal Arm grinned at her. Not the laughing grin he had whilst she tickled him, but the cruel grin he had. _Like when he made her run for the water bottle-_

 _Oh shit._

Laughter wracked through her body as he tickled her back, and she felt nothing but pain from all of the laughter. At some point, she _swore_ she saw a genuine smile.

When they both had recovered from the fits of laughter, and both stood up - slightly out of breath - Ela looked at him seriously.

"We are _never_ speaking of that again."

Bucky nodded in response, just about managing to hide the smile that was turning up the corners of his mouth.


	4. Chapter 4

"What the hell is going on?"

A yelp sounded in their ears as the three of them winced, feeling empathy to whoever was getting their ass kicked. Walking towards the source of the door, they heard a few more thuds and crashes before they reached...

Cat's room?

Cat stared at the barely ajar door when suddenly something hit the door, making it slam shut. Jumping back, she turned to Clint who was laughing and Steve looked determined to figure out what the hell was going on.

Before they could storm in and see what was going on, the noises stopped and silence ensued.

Clint whispered. "Who died?"

Cat elbowed him to be quiet as she pressed her ear to the door. They were conversing - and it sounded like Ela and Bucky, the only two people on this compound that hated each other.

Her first instinct was to rush in and demand what was going in, but Steve prevented her from doing so by gripping her shoulder tightly. Still eavesdropping, Clint joined her to listen in.

"Shouldn't I be scary?" came from Bucky, albeit very quietly.

"Yes, you should. I mean you're not _that_ scary. But you had this like weird look in your eyes - kinda like a robot and it was pretty..."

Clint grimaced in horror and turned to his fellow friends. "Look guys, I don't wanna be disturbing anything so I think we shoul-"

He was shut off by a very intrigued Cat placing her hand over his mouth. She heard a mumble from him anyway, even Steve catching his inappropriate words. "If you're into that kinda thing..."

Cat rolled her eyes.

Steve blushed.

All of them stared at the door as soon as they heard laughter.

It wasn't crazy laughter, but genuine laughter and it definitely wasn't Ela. Steve's brows furrowed and Cat just stared alongside Clint, hand still covering his mouth. The laughter increased in both volume and he heard a light thud on the floor.

The laughter came to an abrupt halt and all of them seem alarmed when Ela started laughing.

They all looked at each other with the same thought on the top of their heads.

What the hell was going on?

Ela pretty much shrieked every few seconds, so Clint took this opportunity to open the door as quietly as he could, and could make out nothing but two pairs of feet sticking out between the beds.

Clint's eyes widened as his mouth agape, Steve looked in shock and Cat's jaw almost touched the floor.

This time they all had the same thing on their mind.

They definitely _thought_ they knew what was going on.

Clint turned to Cat with a look of mild disgust on his face, and Cat just looked at her friend's sock clad feet. Taking in Steve's expression was probably the most shocked, although Clint swore the patriot looked kind of happy. A little bit.

On the other hand, Ela and Bucky both had started to get up from what seemed like a rather compromising position on the floor, and Clint grabbed Cat and pulled her behind the door frame on the outside of the room. She saw Steve do the same on the other side, face still awed.

They heard a breath and then Ela spoke very, very seriously.

"We are _never_ speaking of that again."

The three of them looked down in surprise and quite frankly shock.

They were all under the impression that they hated each other.

Clearly not.

Steve decided that she would be good for him.

Cat was offended her friend didn't trust her.

Clint was mortified and a little bit smug as his intuition was still second to none.

* * *

Clint went off to stash his equipment and Steve and Cat decided to make a confrontation about the scene they had ( _sort of_ ) witnessed regarding their respective best friends.

It wasn't a comfortable silence between them, probably because there were so many unspoken words left in between them, when Cat finally decided to at least try and make an effort. At the exact same time was when Steve thought it best to make conversation also, so their statements flew over the other and into their ears.

"It's just _ridiculous_ , the two of them."

"I think it's good."

They both stared at each other, surprised.

They both started speaking at the same time before; Steve motioned for Cat to speak before him.

"It's just-"

"They're compl-"

She sighed and continued.

"They're complete opposites, and I just don't understand why she didn't tell _me_. She's been talking about how much she reallydoesn't like him; it just doesn't make any sense."

She looked at Steve before making her closing statement.

"She _still_ calls him Metal Arm! I think that says something."

He raised an eyebrow.

" _Metal Arm_?"

She sighed for what seemed the millionth time before confirming what she had said to Bucky only yesterday. "It's a term of endearment."

He spoke up as they turned the corner towards the gym.

"I think it's good that they're opposites. Opposites attract, don't they?"

She nodded, but not yet persuaded.

"Bucky's only started to get his memory back, I don't think he'll be speaking to me about anything – but maybe it's new and they don't want to get ahead of themselves in case it doesn't work out."

She had to admit, he made a point. And her heart softened at her friend finally trusting someone enough to let them into her life (that wasn't her, because Ela was _basically_ a DuRose anyway).

"I guess. It's just strange." She shrugged as they neared the doors.

"Maybe she'll help him with the PTSD."

Cat stopped and turned sharply at him. " _What_?"

Steve debated whether he should tell her or not, and decided it was only right if Ela needed to know. He doubted Bucky would tell her.

Steve stopped alongside her an explained. "I was talking to Sharon and she diagnosed him with PTSD."

Cat raised her eyebrows slightly before looking downwards. Her tone softened as she stared at her shoes. "That's really bad."

Steve just nodded and to lighten the mood a little grinned as he took her arm into the gym.

"That's _why_ she's good for him."

Cat laughed as she walked into the room and spotted the pair in the boxing ring, centred in the huge room.

* * *

Bucky stood with two pads on each hand, and they were circling as she was attempting to target the pads. Safe to say, offensive moves were _definitely_ not her strong point.

"Stop twisting your ankle so much." Was Bucky's only advice and she took his advice, hitting the pad on the edge. It was better than nothing. Ela had to admit to herself that she was proud she was learning all of this so quickly; and Sam had even promised her a spar within the next week.

She was _fully_ prepared for defeat.

He had taught her a lot in the past hour, and she had remembered about most of the moves targeted, well to hurt people. She wasn't doing the best whilst executing them but she was improving quickly.

She had avoided looking at him the entire time since the whole ' _tickle_ ' issue, as she was afraid she would burst out laughing – and when she did glimpse his face, the only thing she could imagine was his face when she had tickled him.

 _Of course_ she burst out laughing.

Bucky sighed.

" _What_?" he asked, frustration evident – but he was just as guilty as avoiding looking at her.

She looked at him again before bursting out in tears of mirth. _"Tickling_ , though? _Really_?" were the only words that came out of her mouth that were understandable as she clutched her stomach.

Metal Arm growled in response, lowering his voice.

"Whatever happened to never speaking about that again"?

She rolled her eyes at him, grinning.

"Aw _c'mon_. You didn't even _answer_ my question."

"You didn't even have a question."

"Really? Tickling, that's your weakness?"

"That's not a question I am going to answer."

She laughed again once she caught sight of him. It was him that rolled his eyes this time. " _Huh._ If I recall, you were just as ticklish as I was, Kale."

She looked at him, still smiling but her eyes crinkled as she raised her eyebrows in amusement.

"Yes."

He waited for her explanation, removing the pads off his hands.

"But that's _me_."

He looked around, exhaling and crossing his arms.

"I'm a nerd. It's okay for me to be ticklish."

"And it's not okay for me to be?" his voice was tinged with amusement.

" _No!_ It's just you're so big and broody and assassin like. Y'know."

Her eyes widened when she realised what she had just said. He stepped forward, amusement gone.

 _Who had told her?_

 _What did she know about him?_

 _How much did she know-_

His thought was interrupted by footsteps reaching towards them.

Glancing once at the wide eyed trainee, he then turned towards Steve and DuRose whilst looking expectantly at them.

Steve spoke up. "Just wondering if we could have a few words."

Bucky nodded and looked towards his trainee. She took the hint and started to make her way out of the ring.

Steve called out.

"You too, Ela."

She froze for a moment before standing up and walking towards the centre of the ring. Bucky also seemed confused as he lifted the ropes for them to come up.

Cat gave her best angry look towards Ela, but it looked more like a mocking face so all she received in return was a half smile.

"What's up?" Ela asked, re-tying her hair up.

Cat looked towards her, confused that she didn't understand after she had blatantly been looking between them both. Ela just furrowed her eyebrows, reaching for the water bottle she now kept close to her after the first day of training and Steve looked towards Bucky for one of them to start speaking.

It was Cat that spoke up first, more doubtful of herself than she should have been. "We _know_."

Bucky stopped in his tracks and looked at Steve, feeling betrayed.

Ela just looked really baffled.

"Know _what_?" she questioned, suspicions growing as she saw the exchanging glances between Steve and Cat.

Bucky couldn't believe Steve had told the girl, why the hell did _she_ have to know? His first instinct was to grab him by the scruff of the neck – but then again, friends wouldn't do that to each other.

"About you two?" Steve asked, again more to himself than the others.

Ela looked towards her trainer, and saw that he was frozen on the spot. She looked at them both, unimpressed.

"What?"

Steve decided to just come out with it; they weren't going to get anywhere whilst beating around the bush.

"Look," he said, cautiously deciding what words to use with the both of them.

It was Cat that said it, with a 'caught-red-handed' tone and a crossing of arms.

" _We know_ you're together." She decided and Ela choked on the water she was drinking.

 _This_ caught Bucky's attention.

 _What?_

 _They thought-_

 _What?!_

On the other hand, Ela was coughing, tears forming in her eyes as the water sunk down the wrong way. Recovering from her coughing fit, she just stared at them in disbelief.

 _"What?"_

Steve looked at them both, nodding. "It's okay, we know you guys are just trying to take it slow-"

Cat snorted. " _Not really_ -"

Steve just glared at her whilst he continued. "So we respect that. But we want you to know; we are fully supportive of whatever you guys choose to do."

Ela was gaping.

Bucky just looked lost.

Steve was grinning.

Cat had a smirk playing on her lips.

"You think-"Ela blurted out, not able to form a full sentence.

Bucky was finally getting what was going on. _No. No way._

 _Him and-?_

He looked at her, an incredulous expression on her face and he just looked at the pair in front of them with a blank expression.

 _He was taught not to let anything get away._

 _Not to let anyone know._

 _His feelings shouldn't get in the way._

 _Maybe this would be the excuse for everyone to finally get off his back._

 _Stop treating him so delicately._

 _If this were true,_ maybe _they would just leave him be._

"Yes." Bucky said.

Ela hadn't registered what he had just agreed to before he said. "We are together."

Time slowed for a moment as Ela stared at Metal Arm with an unexplainable expression. She spoke out to clear out this confusion.

"Wait _no_! It's nothing like that at all-" at this point Bucky grabbed her hand with his flesh one and squeezed it a little too tight - tight enough to cut off circulation to her fingers. She shut up and looked over to her _apparent_ boyfriend.

Steve seemed over the moon.

"It's okay, we won't tell anyone unless you want us to. We're just happy that you guys are happy."

Ela wanted to face-palm in one instance and smack Metal Arm across the jaw. She bit back a remark and smiled falsely, managing to fool both her best friend and the love of Cat's own life.

 _This?_

This was _not_ acceptable.

She took a deep breath and made a point of digging her nails into Metal Arm's skin, just to know she definitely didn't agree with this.

Cat just smiled at her and announced her exit to Steve. "We should go."

Ela decided to make a comment herself. "Thanks guys." She made her grin seem as genuine as possible, and continued.

"How did you guys find out?"

Steve stopped and clearly struggled to find words. After a while of Cat's cheeks turning a rather violent red, Steve treaded carefully.

"We heard some noises, and we happened to see you guys in your room. A couple of hours ago."

It was Bucky who spoke this time. "We were training."

Ela nodded in agreement, looking at them.

Cat's snarky side made an appearance. "Training for _what_?"

For the second time the pale brunette was cut off for any further comments by the tall super-soldier beside her. Steve looked at her, a little defeated. She really needed some cutting down on the sarcasm. It didn't fare well around Bucky.

"We saw you on the floor-"  
Both Bucky and Ela coloured, and they winced in succession.

Ela covered her mouth and really took a care of what she was going to say, and made sure it didn't sound like some odd metaphor.

"It _wasn't_ what it looked like. It was just-"she swore she heard a bone crunch in her hand, and she let out a half-yelp-half cough of pain.

"Well what was it?" Cat asked, raising an eyebrow knowingly.

"It doesn't concern _you_ , DuRose." Bucky's firm tone initiated the end of the conversation.

Ela wanted to crawl into a hole and be left there for the next few _centuries_.

* * *

"That went well!" Steve chirped as they walked down to the canteen.

Cat was sure they were hiding something, but she wouldn't press on the matter. Not when Steve looked so happy. It really amazed her how much he still cared for his friend, even after he tried to kill Steve.

She supposed it would be the same if Ela were to be frozen cryogenically for years, had her memory wiped and trained to be an assassin.

"Yes it did." She replied shortly mind wandering off. They stepped outside of the canteen and she had completely forgotten to thank Steve.

"Hey Cap?" She asked, still apprehensive to call him Steve.

"Steve," He corrected, clearing her doubt up.

"Thanks for letting me use you as target practice." She finished, not able to meet his gaze. She was afraid she might melt into a puddle if she saw his grin again.

"No problem Cat. Anytime."

She had to quirk a brow at this.

"Okay, not _any_ time. _Maybe_ when I'm feeling suicidal." He replied jokingly, and earned a small hit against his arm.

She turned to leave and attempt to straighten up the room, her best friend had messed up in her antics and as she turned, she felt a hand on her shoulder.

Steve looked at her a moment before saying, "I had fun today. Maybe I'll try and get Sam a little busier."

She almost swooned.

Nodding hastily she speed walked back to her room, only to see her friend sat on the bed, the room already tidy.

"I'm sorry about the lamp, I fixed the shelf though." Ela said weakly as she looked up through her glasses. As she investigated the room, it seemed orderly and in a much better state than before.

Cat sat on her bed and Ela tucked herself into the covers.

"Why didn't you tell me?" her question was spoken softly, and with disappointment present, piercing through Ela's already mixed up mind.

"I'm sorry, just really tired. Can we speak later?" was her reply after a pause, and she turned, staring at the broken lamp and pretending to be asleep.

It wasn't like she didn't have a lot to think about.

* * *

"Sir, intel tells me Coulson has built a base somewhere in the East Coast."

The man simply turned around and pinched the bridge of his nose.

"That _isn't_ helpful."

"S-sorry sir."

With a sigh, the well dressed man turned around, patience wearing thin.

"Find out. _48 hours_."

With a shuffling of feet, he was forced out of the room as he observed the displays of information around him. He drank in the information, his eyes lingering a little too long on a fuzzy picture of two girls sitting in a very recognisable place.

He snapped his fingers and the quiet murmurs of the room silenced. "Who are the girls at Martina's?"

A small curly haired woman ran up to the computers, scanning the picture and finding matches. The information came up on screen – science graduates, Ivy League, friends, British.

"Why are they on my screen?"

The quiet murmurs hushed again.

"They're said to be new S.H.I.E.L.D recruits, sir."

After looking at them, he smiled.

 _"Find them._ Bring them to me."

The room broke out in a wild scramble, trying to find information about these two girls.

"Find me reasons why they want them, and find me reasons we don't have them."

His command controlled thousands of HYDRA members across the Tri-State, and he always got what he wanted.

* * *

"Can we at least _discuss_ this, Metal Arm?"

Bucky rolled his eyes.

"There is nothing to discuss."

She wanted to hit him _. Really, really hard_.

"You _could_ give me a justified reason."

"I like you."

"You hate me."

"That's not true."

She crossed her arms and stood up to face him.

"There is much to discuss, Metal Arm."

"Not when you keep referring to me as ' _Metal Arm'_."

"Tough shit."

Bucky sighed.

"What is there to discuss?"

She was at the end of her wits here, taking a deep breath before speaking again.

"Many things. Like why you decided I'm _suddenly_ your girlfriend?"

He glanced at her with that.

"I just said, _I like you_." He seemed pained to say those words.

She rolled her eyes once again.

"Cut the bullshit, _please_. We _both_ know that's a false statement."

Bucky shrugged, smirking.

"I just think you should deal with it."

"Deal with _what_?"

"You being my girlfriend."

She _almost_ screamed.

"Against my will!"

"Not really."

"If I go to Steve and tell him it was an entire lie, what would you do?"

"I _wouldn't_ do that if I were you, Kale."

"Did you just _threaten_ me, Metal Arm?"

"Yes."

She snorted.

"I'm pretty sure that's not how relationships work."

He looked at her, silently pleading.

" _Fine._ I will. But you have to try not to beat me up every time we train."

"I don't beat you up." he exclaimed in his defence.

She quirked an eyebrow and it was Bucky who was speechless this time.

"Whatever happened to chivalry?" She asked to no one in particular, sighing in retaliation to his silence.

"It died with my soul." He retorted, sarcasm dripping from his words.

"You're _hilarious_."

"Now _there's_ a good girlfriend."

He continued to pat her on the head.


	5. Chapter 5

It had now been four months since Cat and Ela made their way through the clinical walls of the S.H.I.E.L.D warehouse, and now fully trained at also fully at work – they were pretty friendly with most people.

Well, there was the exception of the strange relationship between James Barnes and Ela. However, the compound just accepted that their sarcasm was just a way of showing love towards each other. Bucky was definitely opening up towards people more, and his nightmares were becoming less frequent. He also seemed a lot less broody and stone-like. Ela was the same as she was - no change - except slowly starting to enjoy her time with Bucky.

Not that she would care to actually _admit it_.

Steve had noticed Ela had been good for him, he seemed so much more like his old self – although still reserved, definitely more talkative and more open to humour. They were still stuck within the labyrinth of underground secrets, but Coulson had finally agreed for them to now go on a field mission.

* * *

They sat around the conference table, Cat was amidst debate with Tony Stark on the use of graphene in his new operating systems; Bruce was listening to Ela rant about the newest season of ' _Suits'_ , Bucky and Steve were talking about their time with the Howling Commandos, Natasha and Clint were laughing about their most creative ways of kidnapping people and Coulson and Hill were trying to explain cake pops to Thor (who the girls had met and _loved_ ).

"It's just not _practical_ – too expensive and there could be no way to mass produce it. Do you know how hard that stuff is to obtain, it's like getting the _freaking Tesseract_ after Thor went back to alien planet."

"I mean Jessica! Like _what_ is even with her? She is _so_ annoying, but Louis is such a cutie and he is definitely now one of my favourite characters…"

Bruce seemed enthralled, apparently watching the TV show himself. "And Harvey being a dick to Mike after he-"  
Ela seemed scandalized and hit her palm against the flat of the table. " _I know_!"

"Remember the time we went into the bar and got so drunk we just stood on the tables and howled?"

"You mean _you_ did that, Buck."

"Well I'm sorry my human metabolism couldn't take alcohol as well as your _star spangled ass._ "

" _How_ did you even manage the jump from the scaffolding?"

Clint tapped his nose and Natasha replied with a laugh.

"At least _I_ didn't shoot someone's hat off, and they were so damn terrified that they just willingly came with you."

"What an _absolute_ moron."

"I'd _hardly_ consider that a kidnapping."

"You'd hardly consider _anything_ as _anything_ after Budapest-"

"How is it possible that a cake and lollipop form as _one_? It is preposterous!"

"No, they're two _separate_ things Thor." Coulson seemed tired.

"But what is built up in this concoction of foods?"

Hill was more patient that Coulson. "They make the cake and then-"

In a flash, the small black pagers started beeping (Cat had gotten hers first, and they were _so cool_ ) and a myriad of voices stopped conversations and spoke to one another, shouting orders half way across the table.

"There's been a high wave of radiation around Ohio, Kale – find the co-ordinates, DuRose find out what the hell it is."

They both started typing simultaneously, opening the laptops in front of them and working as fast as they could. With the software that the organisation had provided them with, it made their jobs a _whole_ lot easier. Using the information they had already been sent, Ela quickly started the algorithm created to locate high bursts of radiation within a certain area, and she quickly saw the targeted area.

"Central Cincinatti." She shouted, and Agent Hill nodded, turning to Coulson.

As she finished speaking, Cat also shouted to everyone who was listening and no-one in particular, "Same radiation as when Thor comes down. Must be a friend?"

She looked towards Thor as he pondered amongst his huge list of subjects of Asgard.

Coulson stopped speaking to Tony and nodded.

"Ela, Cat, Barnes and Stark – you're going to Ohio."

They shrugged, although internally Cat was excited for her first mission and Ela had a gut instinct and knew this was a call for disaster.

They all nodded and hurried out of the room, Stark sticking his watch to the glass wall panel and the door opening.

"Welcome, Mr. Stark." The same creepy voice was now a daily occurrence and posed no threat to the girls, although it still terrified them.

"We're getting on the QuinJet."

No one said anything until they reached the underground store of weapons and other Stark vehicles – ranging from planes to cars and even a few bikes.

"You know, _usually_ when I tell girls I own a jet – they're pretty damn impressed." He turned around and winked at them both, laughing at their smiles. They had grown accustomed to his flirty jokes, and he noticed Bucky stuck a little closer to Ela.

They walked onto the small, flat topped jet, which didn't really look like one. They entered, Tony heading towards the pilot's seat and the rest of them headed towards the back of the considerably spacious passenger area.

After they had all settled, and the rocky take off had left them all a bit queasy, Cat left the happy couple as she sat beside Tony in the cockpit.

"How's it going, Stark?" she asked, fiddling with the air conditioning controls in front of her.

"Well, it's going a little rough with Pepper, so I could really use a female's help."

Cat sighed and looked at him expectantly, arms crossed.

"What did you do, Tony?"

He cried out in his defence. " _Hey!_ I've not actually done anything this time, she's just annoyed because I'm always at the damn compound or work or trying to win a Nobel prize-"

It was at this point where Cat hit him with the control manual on the head.

"Have you been neglecting her?"

At least he looked guilty.

"I don't _mean_ to, she's always running the company and every time I try and make time, I can't because I always have something to do and I don't wanna lose her because she's the only person I have-"

His anxious ramble only earned him another smack on the head.

He looked at her in alarm. She only snapped back at him. "Don't self-pity your way out of this one Stark! She's the one feeling bad!"

He sighed and rubbed his head.

"How can I make it up to her?"

"Spend time with her."

"I _can't_ , Coulson-"

Another smack on the head.

"You're _Tony fucking Stark_. "

"True that."

"And plus, if you're not seen in public do you not think HYDRA will start to become the _least_ bit suspicious?"

"Also true that."

" _Don't_ make excuses."

"Nothing gets past you, does it?"

She grinned as she shook her head. " _Nope_."

He grinned at her, flashing his pearly whites at her. "I'll make it up to you. There's this great sushi restaurant in Central, I'll take you there after we finish this whole radiation thingy."

"Sometimes it's hard to believe you graduated a year early from MIT."

This earned her an eye roll from the sassy middle aged mogul. "What do you say? You, me, dead fish – and hey!"

She looked at him as he said, "Maybe we could even get those two _lovebirds_ a table as well."

She laughed at him. "Okay, old man. Who even says _lovebirds_ anymore?"

The conversation ended as Cat walked back to the seats to inform Bucky and Ela of their dinner plans.

* * *

A few metres back, they were also in the midst of conversation as awkwardly as they could get.

"You have the mouth of a sailor." stated Metal Arm, garnering a mock offended look from his _girlfriend_.

"A _sailor_? I was hoping more for Wolf of Wall Street."

"I don't understand that reference."

She sighed, flicking through her magazine.

"I know you don't, _centurion_."

He mumbled a bit, miffed. "I'm not even a hundred yet."

Ela cackled.

Cat coughed, alerting them of her presence.

"Tony says we're going to dinner tonight. You up for it?"

Ela smiled at her best friend. "Sure."

At the same time, Bucky responded with a firm _'no'_. In retaliation, Ela glared at him and Cat watched as their expressions changed during the non-verbal exchange.

He mumbled. " _Fine._ What is it?"

Cat fought back a laugh. "Sushi."

Bucky rest his head against the chair, whining. "I _hate_ sushi."

Ela glared at him once again, replying with a diplomatic, "Bucky would love to eat sushi with you guys."

Cat muttered a, ' _whipped'_ and she and Ela burst out laughing simultaneously.

Bucky just groaned.

It was gonna be a _long_ night.

* * *

They arrived at a private air field, and as it turned out – Pepper had already arranged a car for them. Cat caught Tony looking even guiltier for not doing it himself.

As they drove, obviously Ela was shoved in next to Bucky and Tony as Cat forcibly took Ela out of the front seat and put her in the back. Least to say, she was in a superhero sandwich and _hated_ it. As Tony was pulling his usual flirting with her, it just continued in mild banter until Bucky decided to place an arm around Sony's seat, rather protectively.

Raising an eyebrow, Tony wondered how far this would go – seeing as they really weren't the most affectionate of couples.

Not in public anyway.

But he really _didn't_ want to think about that.

Grinning, Tony shifted a little closer to the bored girl – gaining nothing more than a glance from the metal-armed brute.

Continuing with the flirts, he smirked at Bucky. _Just for good measure_.

"You know there's a hotel next to the sushi bar, right?"

Ela looked at him, pressing pause for the music on her mp3 player.

"Your point _being_?"

Waggling his eyebrows suggestively, he asked, "Wanna join me?"

She laughed and pressed the play button to her music player.

"Don't you have Pepper?"

Muting the volume this time, she waited for his reply.

"Would that mean you'd say yes if there was no Pepper?"

Even Cat turned round for her reply.

" _No_ , Tony. You're an overgrown man-child slash creep."

"You've broken my heart."

She laughed as he pouted. He tapped the side of his cheek and she rolled her eyes, pressing her lips hastily on his cheek.

" _Definitely_ overgrown man-child."

Tony just grinned at Bucky's expression. He was not happy as he wrapped his arm around the girl's shoulder, sending Tony a look that said ' _stay away'_.

Tony was just _happy to irritate people_.

"We need to pull over!" Cat shouted, causing the driver to swerve onto the road.

Tony shouted. "Why?!"

Bucky pointed out of the tinted glass, seeing a tall, black haired, oddly dressed man. Dragging some tall metal stick with a glowing orb, he trudged along, not particularly pleased looking.

"I thinkwe found our radiation source."

Tony stared out in disbelief.

" _Loki_?"

Cat turned back.

"Thor's brother?"

Ela nodded and brought out her computer again, reloading it. In the meanwhile Tony, Bucky and Cat got out of the car to greet their extra-terrestrial guest and Ela slid into the seat behind the driver.

As they all left the car, Ela placed her laptop down and began to tie her laces when she heard the driver speak in hushed tones. His fabric rustled to look back, and he sighed in relief.

"They've found him."

There was a pause as Ela stayed down and listened to the driver, halting her breathing.

"We're on the way to central. 30 minutes away, meet us there."

She wondered who he was speaking to, as they were assigned to bring the visitor only with them. Shrugging it off, she was about to ask when she heard the smallest whisper of the words she swore she would never hear in the flesh.

" _Hail Hydra_."

Her heart stopped and she stayed down. She couldn't do anything, _no_ , not with her _still in the car._

The driver, named Matthew – _seemed_ so lovely.

 _What a bastard._

Still staying down, she formed a plan in her head. She couldn't tell the guys here, but she could force them to turn back to the nearest service station which happened to be a couple of minutes before. She waited a few minutes after the driver left the car to call the rest of them back with the guest, and then she found her time to sneak out of the large black car.

Bumping into Bucky, she turned to see the driver look back at the car in alarm so she grabbed his wrist and _kissed_ him – leaning against the car door, so it looked like it had shut by accident.

After she noticed Matthew had turned away grimacing at the sight of them, she pushed Bucky back, away from her.

"Sorry about that."

Bucky just stared at her in somewhat of an awe.

She sat back in the car, opened her laptop and opened the most accessible text writing software. Quickly she wrote a message.

 _Driver is not one of us._

He nodded and looked at her with an unreadable expression.

As Tony re-entered the car with Loki, he sat him in the back and Loki at least looked a little less pissed off.

"I'm glad your manners are more present in this acquaintance."

Tony raised his eyebrows at the Asgardian.

"You nearly _destroyed_ the world, called on some _freaky_ Chitauri, and nearly got me _killed_ trying to save the world."

Loki shrugged, blissfully ignorant.

"Minor details." And surprisingly didn't speak.

Once the car had started, Ela spoke up quickly, trying to remain as natural as possible

"Matthew?"

He turned his head, smiling at her. She smiled back. "I hate to be a pain, but could we go back to that gas station a couple of miles back? I _really_ need to pee."

Loki made his first sarcastic comment. She had heard a lot about them.

" _Charming_."

Matthew looked a little flushed before reversing the car and heading in the opposite direction. She smiled, and thanked him.

Bucky asked simply, meaning it as a joke – but the tone wasn't quite in the sense of hilarity as he wanted it to be. "Why didn't you just pee in the field?"

Ela slapped him on the head and got a myriad of horrified looks.

"Because I'm _civilised_ , Metal Arm."

* * *

They reached the station, mere minutes later and she pretended to go to the unhygienic toilet for several minutes before coming out again. The rest of the guys were in the car, and so she walked over and tapped on the window.

As the window rolled down, she asked very loudly.

"I'm going to get some snacks. Who wants some?"

A list of items were thrown at her before she opened the car door and told everyone to get out and get it themselves.

Slightly panicking, she pulled Cat out of the car and waited for the rest of them to follow.

"I would greatly appreciate your kindness if you got me-"Loki was interrupted by Matthew.

" _Shut up_."

And so he did.

* * *

They all got out of the car and headed into the small shop, wandering around before reaching the snack aisle.

Ela had to get this over with quickly and quietly. Making sure there was no one else within a suitable hearing range she casually spoke.

"Don't trust Matt."

Cat and Tony stopped to look at her.

She took a deep breath. "When you guys went to get Loki, I stayed in the car. He thought it was empty and started to speak to some guy on the phone, telling him we had found Loki."

They were all listening intently.

"At the end of the phone call, he whispered _Hail Hydra_."

Their previously humoured expressions were now replaced with stone-cold faces and they all nodded.

Taking their respective snacks, they took them to the till and paid, whispering their plans to knock Matthew unconscious.

Luckily for them, when they reached the car, Matthew was nowhere to be seen, and so as they all jumped into the car – Cat shifted from the passenger seat to the driver's seat, started the engine and drove off.

"Aren't we supposed to wait for the driver-?"

All of them responded, eerily at once. "Shut _up_ , Loki."


End file.
